| Thu 12 Feb 2004, 17:35 | | Notice Of M-Net Scheme Meeting |
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-Net / SuperSport - Notice Of M-Net Scheme Meeting
NOTICE OF M-NET SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA Case number 04/2363
(WITWATERSRAND LOCAL DIVISION)
In the ex parte application of
ELECTRONIC MEDIA NETWORK LIMITED First Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1985/002853/06)
("M-Net")
SUPERSPORT INTERNATIONAL HOLDINGS LIMITED Second Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1997/004203/06)
("SuperSport")
Notice is given in terms of an Order of Court dated Tuesday 10 February 2004
in the above matter that the High Court of South Africa (Witwatersrand Local
Division) has ordered, in accordance with section 311 of the Companies Act,
1973 (Act 61 of 1973), as amended ("the Act"), a meeting of members of M-Net,
other than Naspers Limited ("Naspers"), MNH Holdings (1998) (Proprietary)
Limited ("MNH98"), Johnnic Communications Limited ("Johncom") and MultiChoice
Africa (Proprietary) Limited ("MultiChoice") registered as such on Monday 1
March 2004 ("M-Net scheme members"), be held on Thursday 4 March 2004 at 08:30
at the Broadcast Centre, 239 Oak Avenue, Randburg 2194, under the chairmanship
of Mervyn Taback, or failing him, Lourens van Staden, or failing him any other
independent person agreed to by this Honourable Court, for the purpose of
considering and, if deemed fit, of approving, with or without modification,
the scheme of arrangement ("the M-Net scheme") proposed by Naspers between M-
Net and its shareholders, other than Naspers, MNH 98, Johncom and MultiChoice,
which scheme will be submitted to such meeting, provided that such meeting
will not be entitled to agree to any modification to the said scheme:
(a) without the prior consent of Naspers; or
(b) that diminishes the rights to accrue to scheme participants as
contemplated in, and in terms of, the M-Net scheme.
The basic characteristic of the M-Net scheme is that, subject to the
fulfilment of certain conditions precedent stated in this document including
the approval, sanctioning and registration of a similar scheme of arrangement
("the SuperSport scheme") in respect of SuperSport, all of the
M-Net/SuperSport linked shares, other than those held by Naspers, MNH 98,
Johncom and MultiChoice, will be acquired by Naspers (one M-Net share is
linked to one SuperSport share and trades as one linked unit on the JSE
Securities Exchange South Africa ("JSE") and The Nigerian Stock Exchange
("NSE") ("M-Net/SuperSport linked shares")) and the minority shareholders of
M-Net registered as such on the record date of the M-Net scheme ("scheme
participants") will receive either:
- a consideration of 850 cents for each M-Net/SuperSport linked share held
on the record date of the M-Net scheme ("record date of the scheme"), which is
expected to be Thursday 8 April 2004 ("cash consideration")
or, at the election of each scheme participant
- 1 class N ordinary share in Naspers ("Naspers share"), for every 4,5 M-
Net/SuperSport linked shares held on the record date of the scheme, which is
expected to be Thursday 8 April 2004, calculated on a pro rata basis rounded
to the nearest whole number, credited as fully paid-up ("share consideration")
and whereafter the listing of the M-Net/SuperSport linked shares on the JSE
and the NSE will be terminated.
In regard to the share consideration, entitlements to a fraction of a Naspers
share will only be rounded up if the fractional entitlement is equal to or
greater than 0,5 of a Naspers share. Should a fractional entitlement be less
than 0,5 of a Naspers share there will be no compensation in respect thereof
for the scheme participant that elects the share consideration.
M-Net shareholders registered as such at the close of business on Monday 1
March 2004 or the date two business days prior to any adjourned meeting ("the
M-Net scheme members"), will be entitled to attend and vote at the
M-Net scheme meeting.
Copies of the M-Net scheme document and explanatory statement in terms of
section 312 of the Act explaining the M-Net scheme, the notice convening the
M-Net scheme meeting, the form of proxy (pink) to be used at the M-Net scheme
meeting, and the Order of Court authorising the convening of the M-Net scheme
meeting will be included in the documents to be sent to M-Net members and
copies may be inspected and/or obtained, free of charge, on request from M-Net
at its registered office, 11 Grove Street, Randburg, 2194 or the office of the
transfer secretaries, Computershare Limited, Ground Floor, 70 Marshall Street,
Johannesburg 2001 (PO Box 61051, Marshalltown 2107), or if you hold your M-
Net/SuperSport linked shares via the NSE, City Securities Limited, 5th Floor,
Primrose Tower, 17A Tinabu Street, Lagos (PO Box 9177, Lagos) during normal
business hours from Friday 13 February 2004.
Each M-Net scheme member who holds certificated shares or who holds
dematerialised shares through a Central Securities Depository Participant
("CSDP") and has "own-name" registration may attend, speak and vote in person
at the M-Net scheme meeting or may appoint any other person or persons (none
of whom needs to be a member of M-Net) as a proxy or proxies to attend, speak
and vote in such M-Net scheme member"s place.
Each M-Net scheme member who holds dematerialised shares and does not have
"own-name" registration must timeously inform his CSDP or broker should he
wish to attend, speak and vote at the M-Net scheme meeting or timeously
provide his CSDP or broker with his voting instruction in order for the CSDP
or broker to vote on his behalf at the M-Net scheme meeting.
M-Net scheme members who oppose the M-Net scheme may:
- vote against the M-Net scheme, either in person or by proxy,
- voice their opposition to the M-Net scheme at the M-Net scheme meeting,
- make representations to the Court (if the M-Net scheme is approved at the
M-Net scheme meeting by the requisite majority) at the time of the Court
hearing on Tuesday 16 March 2004 as to why the M-Net scheme should not be
sanctioned.
Each form of proxy must be completed and signed in accordance with the
instructions printed thereon and must be lodged with or posted to the
abovementioned transfer secretaries to be received by no later than 08:30
local time on Tuesday 2 March 2004, or 48 (forty-eight) hours before any
adjourned M-Net scheme meeting, but if not so lodged or posted will still be
valid if properly completed, signed and accompanied by proof of appropriate
authority and handed to the chairperson of the M-Net scheme meeting by no
later than 30 (thirty) minutes before the M-Net scheme meeting is due to
commence (or recommence if adjourned). Where there are joint holders of
M-Net/SuperSport linked shares, any one of such persons may vote at the M-Net
scheme meeting in respect of such shares as if he was solely entitled thereto,
but if more than one of such joint holders be present or represented at the M-
Net scheme meeting, then one of the said persons whose name stands first in
the register in respect of such shares or his proxy, as the case may be, shall
alone be entitled to vote in respect thereof, as if he was the sole holder of
such shares.
In terms of the Order of Court, the chairperson of the M-Net scheme meeting
will report the results of such meeting to the above Honourable Court on
Tuesday 16 March 2004. A copy of such report will be available on request
(free of charge) to any M-Net member at the registered office referred to
above, at least 1 (one) week before such report back date or in respect of any
adjourned M-Net scheme meeting, for at least 1 (one) week before the report
back date after the adjourned M-Net scheme meeting.
As stated above, the M-Net scheme is subject to the fulfilment of certain
conditions precedent stated in the M-Net scheme, including the sanctioning of
both the M-Net scheme and the SuperSport scheme by the above Honourable Court.
Mervyn Taback
Chairperson of the M-Net scheme meeting
Attorneys to the M-Net scheme
Read Hope Phillips Thomas & Cadman Inc.
2nd Floor, Melrose Arch, 30 Melrose Boulevard, Illovo 2196
(PO Box 757, Northlands 2116)
Date: 12/02/2004 05:11:04 PM Produced by the JSE SENS Department
