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METROPOLITAN HOLDINGS LIMITED - IMPLEMENTATION AND RESULTS OF THE ODD-LOT OFFER
METROPOLITAN HOLDINGS LIMITED
Formerly New Africa Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2000/031756/06
("Metropolitan" or "the Company")
ISIN: ZAE000050456
JSE Share Code: MET
NSX Share Code: MTD
IMPLEMENTATION AND RESULTS OF THE ODD-LOT OFFER
1. IMPLEMENTATION OF THE ODD-LOT OFFER
Shareholders are advised that the odd-lot offer to ordinary shareholders, who
held less than 100 ordinary shares in Metropolitan ("odd-lot holders") at the
close of business on Friday, 12 December 2003, has been duly implemented.
RESULTS OF THE ODD-LOT OFFER
The total number of ordinary shares in the Company ("Metropolitan shares") made
available by those odd-lot holders who elected to sell their odd-lot holdings
and by those who failed to make an election and who were therefore deemed to
have sold their odd-lot holdings is 350 553 Metropolitan shares. The total
consideration payable to these odd-lot holders, at R6.86 per Metropolitan share
(being the offer price of R6.53 per Metropolitan share plus a 5% premium),
amounts to R2 404 793.58.
The total number of Metropolitan shares purchased by those odd-lot holders who
elected to increase their odd-lot holdings to holdings of 100 Metropolitan
shares is 2 393 Metropolitan shares. The consideration received by Metropolitan
from these odd-lot holders was R6.53 per ordinary share, amounting to a total
cash consideration of R15 626.29.
The total number of Metropolitan shares that continue to be held by those odd-
lot holders who elected to retain their odd-lot holdings is 2 094.
The aggregate number of Metropolitan shares that became available as a result of
the implementation of paragraph 2.1 above were used to satisfy the demand for
Metropolitan shares referred to in paragraph 2.2 above.
The net result of the implementation of the odd-lot offer is that the number of
ordinary shareholders of Metropolitan has been reduced by 21 533 shareholders
and a total of 348 160 Metropolitan shares will be cancelled, de-listed and
restored to the status of authorised ordinary share capital.
ODD-LOT HOLDERS WHO HOLD CERTIFICATED METROPOLITAN SHARES
In respect of those odd-lot holders who hold certificated Metropolitan shares
and who elected to increase their odd-lot holdings, new share certificates
reflecting the additional shares purchased will be posted at the risk of such
odd-lot holders from Tuesday, 23 December 2003.
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 Metropolitan, at the risk of such odd-lot holders,
against surrender by such odd-lot holders of their relevant documents of title.
In order for their payments in respect of their sold odd-lot holdings to be
effected, odd-lot holders are required to submit their relevant documents of
title to the respective transfer secretaries at the following addresses:
Transfer secretaries in Transfer secretaries
South Africa in Namibia
Computershare Limited Transfer Secretaries
70 Marshall Street (Proprietary) Limited
Johannesburg 2001 Shop 8 Kaiserkrone Centre
PO Box 61051 Post Street Mall
Marshalltown, 2107 Windhoek Namibia
PO Box 2401, Windhoek
Odd-lot holders who hold certificated Metropolitan shares are reminded that
their documents of title will no longer be valid for trading after Friday, 12
December 2003 and will have no value, save that such odd-lot holders will, upon
surrender of their documents of title, have the right to receive the proceeds of
the sale of their Metropolitan shares at the offer price plus a 5% premium
thereon.
No interest will be paid on cheques deposited or amounts held in trust, pending
the surrender of documents of title of those certificated odd-lot holders who
have not dematerialised their shares.
ODD-LOT HOLDERS WHO HOLD DEMATERIALISED METROPOLITAN SHARES
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.
4.2 Any movement in the number of Metropolitan 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 holders and their accounts will be credited
or debited accordingly from Monday, 15 December 2003.
5. CHANGE OF NAME
The JSE Securities Exchange South Africa ("JSE") and the Namibian Stock Exchange
("NSX") have granted approval to the Company to change its name from "New Africa
Capital Limited" to "Metropolitan Holdings Limited" with effect from Monday, 15
December 2003.
Cape Town
15 December 2003
Sponsor in South Africa Sponsor in Namibia
Merrill Lynch South Africa (Proprietary) Limited Simonis Storm Securities
(Proprietary) Limited (A member of the NSX)
Legal adviser
Deneys Reitz Inc.
Date: 15/12/2003 05:47:06 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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