| Tue 4 Nov 2003, 9:16 | | NAC ANNOUNCEMENT |
|
ANNOUNCEMENT REGARDING:
* THE CHANGE OF NAC"S NAME FROM "NEW AFRICA CAPITAL LIMITED" TO "METROPOLITAN
HOLDINGS LIMITED";
* AN ODD-LOT OFFER;
* A GENERAL AUTHORITY FOR NAC TO ISSUE SHARES FOR CASH; AND
* A SPECIFIC AUTHORITY FOR NAC TO REPURCHASE ITS SHARES CURRENTLY HELD BY NEW
AFRICA INVESTMENTS LIMITED ("NAIL")
(collectively, "the proposed transactions").
1. INTRODUCTION
Shareholders are advised that subject to the fulfilment of certain conditions
precedent, the NAC will implement the proposed transactions according to the
timetable referred to in paragraph 10 below.
2. NAME CHANGE
The board of directors of NAC has determined that it would be more appropriate
from a marketing point of view to consolidate all NAC"s current operations under
the Metropolitan brand.
Subject to the special resolution for the change of the Company"s name being
passed by the requisite majority of NAC shareholders:
2.1 shareholders who have dematerialised their NAC shares need not take
any further action as the safe custody accounts that they hold with their
Central Security Depository Participant ("CSDP") or stockbroker will be
updated with the new name; and
2.2 shareholders who have not dematerialised their NAC shares
("certificated shareholders") will be required to surrender their share
certificates and/or other documents of title in respect of all their NAC
shares by completing a form of surrender and posting it together with their
share certificates and/or documents of title or delivering the form of
surrender together with their share certificates and/or documents of title
to their respective transfer secretaries at the following addresses:
Transfer secretaries in Transfer secretaries in
South Africa Namibia
Computershare Limited Transfer Secretaries
70 Marshall Street (Proprietary) Limited
Johannesburg 2001 Shop 8 Kaiserkrone Centre
PO Box 61051 Marshalltown, Post Street Mall
2107 Windhoek Namibia
PO Box 2401, Windhoek
The effective date of the change of name of the Company on the JSE Securities
Exchange South Africa ("JSE") List and the Namibian Stock Exchange List will be
Monday, 15 December 2003. NAC share certificates (in the old name) may not be
dematerialised or rematerialised after Friday, 5 December 2003, but must still
be surrendered in exchange for new name certificates.
3. THE ODD-LOT OFFER
3.1 Introduction
The board of directors of NAC has proposed the implementation of an odd-lot
offer in order to reduce the number of shareholders who hold less than 100
shares in NAC at the close of business on Friday, 12 December 2003 ("odd-
lot holders").
3.2 Rationale
3.2.1 A breakdown of the composition of NAC shareholders as at 10
September 2003 reveals that:
* 21 706 holders of listed NAC shares held less than 100 NAC shares;
* the total holdings of the 21 706 shareholders holding less than 100
NAC shares constitute less than 0.05% of the total issued share
capital of NAC;
* 17 008 holders of NAC shares held between 1 and 15 NAC shares out of
a total of 26 907 holders of NAC shares; and
* the total holdings of the 17 008 shareholders holding less than 15
NAC shares constitutes less than 0.03% of the total issued share
capital of NAC.
3.2.2 The minimum cost of executing a trade on the JSE of an odd-
lot of less than 100 shares amounts to approximately R126,00 made up,
inter alia, of broker commission and CSDP fees.
3.2.3 For persons holding less than 100 NAC shares, the cost of
selling such NAC shares is substantial in relation to the value of
their holdings and may even exceed the value of their holdings.
3.2.4 The cost to NAC of administering its shareholder register
amounts to approximately R160,00 per shareholder per annum. The
annual total administration cost to NAC of shareholders holding less
than 100 NAC shares amounts to approximately R3.5 million.
3.2.5 A large number of odd-lot holders acquired their odd-lot
holdings as a consequence of the unbundling to NAIL shareholders of
the NAC shares held by NAIL. Therefore, these shareholders may not
necessarily wish to own NAC shares.
3.2.6 The board is of the view that odd-lot holders should be
afforded the opportunity of holding a more meaningful stake in NAC,
alternatively should be offered a cost efficient method of disposing
their NAC shares without the negative consequences detailed in
paragraph 3.2.3 above.
3.2.7 The implementation of the odd-lot offer will also
significantly reduce the ongoing administrative costs to NAC connected
with a large number of odd-lot holders.
3.3 Terms of the odd-lot offer
The odd-lot offer will open on Tuesday, 4 November 2003 and will be
implemented on the basis that odd-lot holders may, up to 12:00 on Friday,
12 December 2003, elect to either:
3.3.1 sell their odd-lot holdings to NAC at the offer price plus a
5% premium per NAC share; or
3.3.2 purchase a sufficient number of additional NAC shares at the
offer price in order to increase their respective holdings to 100 NAC
shares; or
3.3.3 retain their odd-lot holdings.
3.4 Compulsory sale of odd-lot holdings
The shares of those odd-lot holders who do not make an election or who do
not instruct their CSDP or broker as to their election, will be acquired in
terms of section 85 of the Companies Act, 1973 (Act 61 of 1973) as amended,
("the Companies Act") by NAC at the offer price plus a premium of 5%.
3.5 Offer price
The offer price per NAC share will be equivalent to the volume weighted
average traded price of NAC Shares on the JSE over the five trading days
commencing on Tuesday, 18 November 2003 and ending on Monday, 24 November
2003.
4. GENERAL AUTHORITY TO ISSUE SHARES FOR CASH
A general authority is sought to enable the directors of NAC to issue shares (up
to a maximum of 10% of the current issued share capital) for cash, which
authority shall be valid until the next annual general meeting of NAC provided
it does not extend beyond 15 months. The general authority will comply with the
provisions of the Companies Act and the Listings Requirements.
This general authority is conditional upon approval by 75% majority of votes
cast by shareholders present or represented by proxy at the general meeting
required to approve the ordinary resolution giving the directors the necessary
authority.
5. SPECIFIC AUTHORITY TO REPURCHASE NAC SHARES CURRENTLY HELD BY NAIL
In terms of various announcements by NAIL to its shareholders, NAIL has received
offers from various parties to acquire from the shareholders of NAIL all their
shares in NAIL. At the last practicable date the implementation of an offer had
not yet been finalised. NAIL"s assets include a holding of NAC shares ("the
NAIL shareholding") which is not considered to be a core asset and it is likely
that it will be disposed of. In terms of the Listings Requirements of the JSE,
NAC requires a specific authority to acquire the NAIL shareholding provided this
acquisition fulfils the following conditions:
5.1 the NAIL shareholding purchased shall not exceed 36 356 142 NAC shares
(which currently represents 5% of the total issued share capital of NAC);
5.2 the price for the NAIL shareholding shall not exceed 10% of the
weighted average of the market value per NAC share for the five business
days immediately preceding the date on which the repurchase of the NAIL
shareholding is agreed;
5.3 subject to paragraph 5.2 above, the maximum price per NAC share for the
acquisition of the NAIL shareholding shall not exceed the most recently
published embedded value per NAC share calculation (which at the date of
publication of the interim results of NAC on 30 June 2003, amounted to R
9.11 per NAC share);
5.4 the specific authority shall be valid until the next annual general
meeting of NAC, whereafter it shall lapse;
5.5 NAC shall not be permitted to acquire the NAIL shareholding from
whomever is the holder thereof, if such holder is a related party to NAC;
5.6 the holder of the NAIL shareholding at the time of the general meeting
will be disqualified from voting on the special resolution proposed at the
general meeting authorising this specific authority; and
5.7 NAC publishes an announcement once the specific repurchase has been
concluded.
6. FINANCIAL EFFECTS
The odd-lot offer and the potential specific repurchase of ordinary shares by
NAC or the potential issue of new ordinary shares for cash under specific
authority by NAC will have no significant effect on the embedded value, adjusted
net asset value, core headline earnings, headline earnings and earnings per NAC
share.
7. CONDITIONS PRECEDENT
The proposed transactions are subject to the requisite special and ordinary
resolutions being approved at the general meeting referred to in paragraph 8
below and the special resolutions being registered by the Registrar of
Companies.
8. GENERAL MEETING
A general meeting has been convened to be held at the Executive Suite, Parc du
Cap 7, Mispel Road, Bellville at 11h00 on Wednesday, 26 November 2003, for the
purpose of considering and, if deemed fit, passing the resolutions required to
approve the proposed transactions.
9. CIRCULAR
A circular to NAC shareholders containing full details of the proposed
transactions and incorporating a notice of general meeting, a form of proxy and
a form of surrender has been posted to shareholders today, 4 November 2003.
Shareholders are advised that the telephone number of Computershare Limited
referred to in the circular is incorrect. The correct telephone number is
0800 000 5036.
10. IMPORTANT DATES AND TIMES
2003
Election period for the odd-lot Tuesday, 4 November
offer opens on
Forms of proxy or response for the Monday, 24 November
general meeting of the shareholders
to be received by the transfer
secretaries by 11:00 on
Offer price finalised and announced Tuesday, 25 November
on SENS on
Offer price published in the South Wednesday, 26 November
African and Namibian press on
General meeting of shareholders to Wednesday 26 November
be held at 11:00 on
Results of the general meeting and Thursday, 27 November
finalisation announcement published
on SENS
Results of the general meeting and Friday, 28 November
finalisation announcement published
in the press on
Last day to trade in order to Friday, 5 December
participate in/be eligible for the
odd-lot offer on
Last day to trade in NAC shares Friday, 12 December
under old name on
Election period for the odd-lot Friday, 12 December
offer closes at 12:00 on (see note
3)
Forms of election and surrender Friday, 12 December
(together with relevant documents
of title/cheque/banker"s draft, as
applicable) for the odd-lot offer
to be received by the transfer
secretaries by 12:00 on
Record date to determine those Friday, 12 December
shareholders entitled to
participate in the odd-lot offer at
the close of business on
Trading under new name will Monday, 15 December
commence on
Results of the odd-lot offer Monday, 15 December
announced on SENS on
Implementation of the odd-lot offer Monday, 15 December
takes effect at the commencement of
business on
2003
Accounts of dematerialised odd-lot Monday, 15 December
holders updated and
credited/debited at CSDP/broker in
respect of the odd-lot offer and
cheques posted against surrender of
existing documents of title to
certificated odd-lot holders who
have elected to sell their odd-lots
or whose odd-lots have been
compulsorily acquired by NAC, from
Results of the odd-lot offer Wednesday, 17 December
published in the press on
Record date (last day on which Monday, 22 December
trades can be settled in the old
name)
New share certificates in respect Tuesday, 23 December
of Metropolitan Holdings Limited
shares posted to shareholders who
hold certificated shares against
surrender of existing document(s)
of title (in respect of the odd-lot
offer and the name change) on or
about
Dematerialised shareholders will Tuesday, 23 December
have their safe custody accounts
updated at their CSDP/broker in
respect of the name change on
Notes:
1. Any NAC shares purchased on the JSE or NSX after Friday, 5 December 2003 will
not be eligible to participate in the odd-lot offer.
2. Shareholders may not dematerialise or rematerialise their NAC shares after
Friday, 5 December 2003.
3. Dematerialised odd-lot holders are required to notify their duly appointed
CSDP or broker of their election of the odd-lot offer in the manner and time
stipulated in the agreement governing the relationship between the shareholder
and his/her CSDP or broker.
4.The above dates and times are subject to change. Any changes will be published
in the South African press and released on the Securities Exchange News Services
(SENS).
5.Certificated shareholders who surrender their documents of title together with
the form of election and surrender on or before 12:00 on Friday, 12 December
2003 in the case off odd-lot holders, and on or before 12:00 on Monday, 22
December 2003, in the case of shareholders who are not odd-lot holders, will be
sent new share certificates in respect of their new Metropolitan Holdings
Limited shares by registered post at their risk from Tuesday, 23 December 2003.
If documents of title and the forms of surrender are received after these dates,
new Metropolitan Holdings Limited share certificates will be sent to such
shareholders by registered mail at their risk within five business days of
receipt of such documents by the transfer secretaries.
6.Certificated shareholders should be aware that they will not be able to trade
their shares in Metropolitan Holdings Limited unless their share certificates
have been dematerialised. This period could be 24 hours up to 10 days,
depending on volumes processed. Share certificates in Metropolitan Holdings
Limited may only be dematerialised from Tuesday, 23 December 2003.
Cape Town
4 November 2003
Sponsor in South Africa Sponsor in Namibia
Merrill Lynch South Africa Simonis Storm Securities
(Proprietary) Limited (Proprietary) Limited
Legal adviser
Deneys Reitz Inc.
