| Wed 26 Nov 2003, 13:30 | | RESULTS OF THE GENERAL MEETING |
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NEW AFRICA CAPITAL LIMITED - RESULTS OF THE GENERAL MEETING AND FINALISATION OF
THE ODD-LOT OFFER
NEW AFRICA CAPITAL LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2000/031756/06
("NAC" or "the Company")
ISIN: ZAE000033361
JSE Share Code: NAC
NSX Share Code: NWC
RESULTS OF THE GENERAL MEETING AND FINALISATION OF THE ODD-LOT OFFER
1. RESULTS OF THE GENERAL MEETING
NAC is authorised to announce that at a general meeting of the Company held
on Wednesday, 26 November 2003, the requisite majority of shareholders
approved all the resolutions tabled by the Chairman at the meeting,
including the special and ordinary resolutions required to give effect to
the odd-lot offer, the specific authority for the Company to repurchase its
shares currently held by New Africa Investments Limited and the change of
the Company"s name to "Metropolitan Holdings Limited". Ordinary resolution
no 3 which related to the general authority to issue shares for cash was
withdrawn. The special resolutions approved at the meeting will be lodged
with the Registrar of Companies in South Africa for registration.
2. NAME CHANGE
The JSE Securities Exchange South Africa ("JSE") and the Namibian Stock
Exchange ("NSX") have granted approval to NAC to change its name from "New
Africa Capital Limited" to "Metropolitan Holdings Limited" with effect from
15 December 2003 and this name has been reserved with the Registrar of
Companies in South Africa.
As from Monday, 15 December 2003, Metropolitan Holdings Limited will have
the abbreviated name "MET LTD", the JSE share code "MET", the NSX share
code "MTD" and the ISIN code will be changed to ZAE000050456.
3. FINALISATION OF THE ODD-LOT OFFER
3.1 Record Date
The election period for the odd-lot offer opened on Tuesday,
4 November 2003 and will close at 12:00 on Friday, 12 December 2003.
Ordinary shareholders who hold less than 100 ordinary shares in NAC
("odd-lot holders") and who are recorded in the NAC register at the
close of business on Friday, 12 December 2003 will be entitled to
participate in the odd-lot offer.
3.2 Last Day To Trade
Odd-lot holders are advised that the last day to trade in order to
participate in the odd-lot offer will be Friday, 5 December 2003. Any
odd-lot holder who sells a portion of his/her NAC ordinary shares or
acquires additional NAC ordinary shares and whose shareholding remains
below 100 NAC ordinary shares by Friday, 12 December 2003 will be
treated as an odd-lot holder for the purposes of the odd-lot offer.
If an odd-lot holder acquires additional NAC ordinary shares by 17:00
on Friday, 5 December 2003 with the result that the odd-lot holder"s
shareholding at the close of business on Friday, 12 December 2003
exceeds 100 NAC ordinary shares, then such odd-lot holder will not be
eligible to participate in the odd-lot offer.
3.3 Odd-Lot Holders Who Hold Certificated NAC Ordinary Shares
3.3.1 Those odd-lot holders who hold certificated NAC ordinary
shares and who have elected to sell their odd-lot holdings
are required to surrender their documents of title in
respect of all their NAC ordinary shares together with a
completed form of election and surrender contained in the
circular posted to them on 4 November 2003 to reach the
respective transfer secretaries at the following addresses
by 12:00 on Friday, 12 December 2003:
Transfer secretaries in Transfer secretaries
South Africa in Namibia
Computershare Limited Transfer Secretaries
70 Marshall Street (Proprietary) Limited
Johannesburg 2001 Shop 8 Kaiserkrone
PO Box 61051 Centre
Marshalltown, 2107 Post Street Mall
Windhoek Namibia
PO Box 2401, Windhoek
3.3.2 Cheques in respect of the sale of odd-lot holdings will be
posted or electronic transfers will be effected on or about
Monday, 15 December 2003 to odd-lot holders who have elected
to sell their odd-lots or whose odd-lots have been
compulsorily acquired by NAC at the risk of such odd-lot
holders against surrender by such odd-lot holders of their
relevant documents of title.
3.3.3 Those odd-lot holders who hold certificated NAC ordinary
shares and who have elected to increase their odd-lot
holdings are required to return a completed form of election
and surrender together with a cheque or banker"s draft for
the additional NAC shares to reach the respective transfer
secretaries by 12:00 on Friday, 12 December 2003.
3.3.4 Certificated odd-lot holders who surrender their documents
of title by 12:00 on Friday, 12 December 2003 together with
a completed form of election and surrender will be sent new
share certificates in respect of their Metropolitan Holdings
Limited shares by registered post at their risk from
Tuesday, 23 December 2003.
3.4 Odd-Lot Holders Who Hold Dematerialised NAC Ordinary Shares
3.4.1 Odd-lot holders who have dematerialised their odd-lot
holdings do not hold share certificates and consequently
there is no surrender procedure applicable to them, nor are
they required to complete a form of election and surrender.
Such odd-lot holders should instruct their Central
Securities Depository Participant ("CSDP") or broker as to
what election they wish to exercise in respect of the odd-
lot offer in accordance with the custody agreement entered
into between them and their CSDP or broker.
3.4.2 Any movement in the number of NAC ordinary shares held by
dematerialised odd-lot holders as a result of the
implementation of the odd-lot offer will automatically be
recorded in the relevant odd-lot holder"s account with the
CSDP or broker selected by such odd-lot holder and their
accounts will be credited or debited accordingly from
Monday, 15 December 2003.
4. GENERAL
4.1 Odd-lot holders are reminded that if they fail to make an election in
terms of the odd-lot offer as set out herein, they will be deemed to
have sold their odd-lot holdings to NAC at R6.86, being the offer
price plus a 5% premium. Their documents of title will no longer be
valid for trading after Friday, 12 December 2003 and will have no
value other than to receive the proceeds of the sale of their NAC
ordinary shares upon surrender of their documents of title. Forms of
election and surrender are to reach the transfer secretaries in South
Africa or Namibia by 12:00 on Friday, 12 December 2003. Forms
received after this time and date will not be accepted.
4.2 A further announcement detailing the results of the odd-lot offer will
be published on the Securities Exchange News Service of the JSE on
Monday, 15 December 2003 and in the South African and Namibian press
on Wednesday, 17 December 2003.
If you have any questions regarding the proposed odd-lot offer, please call the
Information Agent Toll Free Helpline on 0800 00 5036 or if calling from outside
South Africa, please call +27 11 370 5000.
Cape Town
26 November 2003
Sponsor in South Africa
Merrill Lynch South Africa (Proprietary) Limited
Sponsor in Namibia
Simonis Storm Securities (Proprietary) Limited
(Member of the NSX)
Legal adviser
Deneys Reitz Inc.
Date: 26/11/2003 01:25:05 PM Produced by the JSE SENS Department
