| Thu 12 Feb 2004, 17:38 | | Salient Dates Announcement Regarding The Proposed |
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Naspers / MNET / Supersport - Salient Dates Announcement Regarding The Proposed
Acquisition By Naspers Of The M-Net And Supersport Linked Shares Other Than
Those Owned Directly Or Indirectly By Naspers And/Or Johnnic Communications
Limited, By Way Of Schemes Of Arrangement
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
Share code: NPN ISIN: ZAE000015889
("Naspers")
MNET
Electronic Media Network Limited
(Incorporated in the Republic of South Africa)
(Registration number 1985/002853/06)
Share code: MNS ISIN: ZAE000014304
("M-Net")
SUPERSPORT
SuperSport International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/004203/06)
Share code: MNS ISIN: ZAE000014304
("SuperSport")
SALIENT DATES ANNOUNCEMENT REGARDING THE PROPOSED ACQUISITION BY NASPERS OF
THE M-NET AND SUPERSPORT LINKED SHARES OTHER THAN THOSE OWNED DIRECTLY OR
INDIRECTLY BY NASPERS AND/OR JOHNNIC COMMUNICATIONS LIMITED, BY WAY OF SCHEMES
OF ARRANGEMENT
1. INTRODUCTION
Holders of M-Net shares and SuperSport shares, which shares trade as linked
shares on the JSE Securities Exchange South Africa ("JSE") and The Nigerian
Stock Exchange ("NSE") ("M-Net/SuperSport linked shares") are referred to the
announcement released on SENS on 17 December 2003 and in the press on 18
December 2003 ("first announcement"), whereby it was announced that Naspers
proposed to offer ("the offer") the holders of M-Net/SuperSport linked shares,
other than those held by Naspers, MNH Holdings (1998) (Proprietary) Limited
("MNH98"), MultiChoice Africa (Proprietary) Limited ("MultiChoice") and,
subsequent to the first announcement, Johnnic Communications Limited ("the
minority shareholders"), the opportunity to swop their M-Net/SuperSport linked
shares into Naspers class N ordinary shares ("Naspers shares") ("the share
offer") alternatively, to elect to receive cash for their M-Net/SuperSport
linked shares ("the cash offer") (collectively "the proposed transaction").
A separate scheme of arrangement in terms of Section 311 of the Companies
Act, 1973 (Act 61 of 1973), as amended ("the Act"), has been proposed,
firstly, in respect of M-Net ("the M-Net scheme") and secondly, in respect of
SuperSport ("the SuperSport scheme") (collectively "the schemes"), which
schemes will be interconditional.
The proposed transaction is subject, inter alia, to the conditions
precedent set out in paragraph 5 below ("the conditions precedent").
2. PROPOSED TRANSACTION
2.1 The share offer
The "switch ratio" (i.e. the number of Naspers shares to be issued to the
minority shareholders as consideration for their M-Net/SuperSport linked
shares) is based on the weighted average price of Naspers shares for the
period from 5 January 2004 to 23 January 2004, has finally been determined and
equates to 1 Naspers share for every 4,5 M-Net/SuperSport linked shares held
by the minority shareholders ("share consideration").
2.2 The cash offer
As announced previously, as an alternative to the share offer, the minority
shareholders will be entitled to elect to receive a cash consideration of 850
cents per M-Net/SuperSport linked share ("cash consideration").
The minority shareholders may elect to receive the share consideration
and/or the cash consideration. In the event that a minority shareholder does
not make a valid election, that minority shareholder will be deemed to have
elected the cash consideration. The share consideration and cash consideration
are collectively referred to as the "scheme consideration".
3. OPINIONS AND RECOMMENDATIONS
The independent advisers appointed to advise the independent committee of
the boards of M-Net and SuperSport ("the independent committee") have
considered the terms of the offer and are of the opinion that they are fair
and reasonable.
The independent committee has considered the terms of the offer and agrees
with the opinion of the independent advisers as set out in the preceding
paragraph. On the advice of the independent committee, the directors of M-Net
and SuperSport are of the unanimous opinion that the terms and conditions of
the offer are fair and reasonable to M-Net and SuperSport shareholders
respectively.
The directors of M-Net and the directors of SuperSport are satisfied with
the assessment by the independent advisers that the fair value of a
M-Net/SuperSport linked share is less than the share consideration or the cash
consideration.
4. TERMINATION OF THE M-NET/SUPERSPORT LINKED SHARES" LISTING ON THE JSE AND
THE NSE
Application will be made for the termination of the listing of
M-Net/SuperSport linked shares on the JSE and the NSE with effect from the
commencement of business on Thursday 15 April 2004. Full details of the
election, surrender and transfer procedures for M-Net/SuperSport linked shares
will be contained in the scheme documentation to be posted to shareholders
before the close of business on Monday 16 February 2004.
5. CONDITIONS PRECEDENT
5.1 The M-Net scheme is subject to the fulfilment of various conditions
precedent before it becomes operative. The conditions precedent specific to
the M-Net scheme are:
- in accordance with the requirements of Section 311 of the Act:
- the M-Net scheme being approved, with or without modification, at the
M-Net scheme meeting by a majority representing not less than three-fourths of
the votes exercisable by M-Net scheme members present and voting either in
person or by proxy at the M-Net scheme meeting
- the Court sanctioning the M-Net scheme, and
- a certified copy of the Order of Court sanctioning the M-Net scheme being
lodged with, and registered by, the Registrar, and
- the SuperSport scheme being similarly approved, sanctioned and registered
- the fulfilment of the conditions precedent to which the SuperSport scheme
is subject, other than those: (i) set out above or (ii) which relate to the
M-Net scheme.
5.2 The SuperSport scheme is subject to the fulfilment of various conditions
precedent before it becomes operative. The conditions precedent specific to
the SuperSport scheme are:
- in accordance with the requirements of Section 311 of the Act:
- the SuperSport scheme being approved, with or without modification, at the
SuperSport scheme meeting by a majority representing not less than three-
fourths of the votes exercisable by SuperSport scheme members present and
voting either in person or by proxy at the SuperSport scheme meeting
- the Court sanctioning the SuperSport scheme, and
- a certified copy of the Order of Court sanctioning the SuperSport scheme
being lodged with, and registered by, the Registrar, and
- the M-Net scheme being similarly approved, sanctioned and registered
- the fulfilment of the conditions precedent to which the M-Net scheme is
subject, other than those: (i) set out above or (ii) which relate to the
SuperSport scheme.
5.3 The remaining conditions precedent which are common to both schemes are:
- the granting of a listing by the JSE of the new Naspers shares that form
part of the scheme consideration. The JSE has, subject to the fulfilment of
all the conditions precedent, granted approval for the listing of the new
Naspers shares forming part of the scheme consideration, and
- the receipt of any other regulatory approvals or consents necessary to
implement the schemes being obtained, including but not limited to approvals
and consents from the JSE, the NSE, the SRP and the Exchange Control
Department of the South African Reserve Bank, either on an unconditional basis
or subject to such conditions as the directors of M-Net and/or SuperSport
(as the case may be) and Naspers may approve in writing.
6. SALIENT DATES AND TIMES PERTAINING TO THE SCHEMES
2004
Last day to trade M-Net/SuperSport linked shares
on the JSE and the NSE in order to be recorded
in the registers of M-Net and SuperSport or in
the sub-registers of M-Net and SuperSport
administered by Central Securities
Depository Participants ("CSDP") administering
the relevant sub-registers on the voting record
date (see note 1 below) Monday 23 February
Voting record date of the scheme meetings in
order to be able to vote thereat (holders of
M-Net/SuperSport linked shares on the voting record
date of the scheme meetings are referred to as
"scheme members") Monday 1 March
Last day to lodge forms of proxy for the scheme
meetings (by 08:30) (see note 2 below) Tuesday 2 March
M-Net scheme meeting held (at 08:30). SuperSport
scheme meeting held immediately after the M-Net
scheme meeting Thursday 4 March
Publish results of M-Net and SuperSport scheme
meetings on Securities Exchange News Service
("SENS") (expected date) Thursday 4 March
Publish results of M-Net and SuperSport scheme
meetings in the press (expected date) Friday 5 March
Court hearing to sanction the schemes (at 10:00
or as soon thereafter as Counsel may be heard
in the High Court of South Africa
(Witwatersrand Local Division)) Tuesday 16 March
Publish results of Court hearings on SENS Tuesday 16 March
Publish results of Court hearings in the press Wednesday 17 March
Order of Court sanctioning the schemes registered
by the Registrar on or about (if the schemes are
sanctioned) Wednesday 17 March
Final date on which the schemes are expected to
become unconditional, which will be announced on SENS Wednesday 17 March
Election period opens Friday 19 March
Posting of a further election, surrender and transfer form Friday 19 March
Listing of, and trading in, the new Naspers shares commences Friday 19 March
Expected last day to trade M-Net/SuperSport linked shares
on the JSE and the NSE in order to be recorded in the
register of M-Net and SuperSport or in the sub-register
of M-Net and SuperSport administered by CSDPs
administering the relevant sub-register on the record
date of the schemes Thursday 1 April
Expected date of suspension of the listing of the
M-Net/SuperSport linked shares on the JSE and the
NSE at the commencement of business Friday 2 April
Expected record date of the schemes to determine
participation in the schemes (holders of M-Net/SuperSport
linked shares on the record date of the schemes are
referred to as "scheme participants") Thursday 8 April
The election record date on which the election period
closes at 12:00 by which time scheme participants
must have elected to receive the cash consideration
or the share consideration, failing which scheme
participants will be deemed to have elected the
cash consideration (see note 8 below) Thursday 8 April
Expected operative date of the schemes from the
commencement of business Tuesday 13 April
Expected date from which the scheme consideration
will be made available or posted to certificated
scheme participants if the election, surrender
and transfer form has been timeously received
by the transfer secretaries on the record date
of the schemes together with the documents of title
or
within five business days of receipt of the election,
surrender and transfer form and the relevant
documents of title by the transfer secretaries
from Friday 19 March 2004
Dematerialised scheme participants will have the
scheme consideration credited to their account
held at their CSDP or broker within five business
days of their election being received by the
transfer secretaries from STRATE once all the
conditions precedent have been fulfilled.
Dematerialised scheme participants
should instruct their CSDP or broker of their
election in the manner and deadline stipulated by
their CSDP or broker, as the case may be, and their
CSDP or broker will instruct STRATE Tuesday 13 April
Expected date of termination of M-Net/SuperSport linked
shares listing on the JSE and the NSE from the
commencement of business Thursday 15 April
Notes:
1. Shareholders should note that, as M-Net and SuperSport now trade in the
STRATE environment, settlement of trades takes place five business days after
such trade. Therefore, members who acquire M-Net/SuperSport linked shares
after the last day to trade M-Net/SuperSport linked shares on the JSE and the
NSE, being Monday 23 February 2004, in order to be recorded in the registers
of M-Net and SuperSport or in the sub-registers of M-Net and SuperSport
administered by CSDPs administering relevant sub-registers by the voting
record date, being Monday 1 March 2004, will not be eligible to vote at the
scheme meetings.
2. If a form of proxy is not received by the time and date shown above, it
may be handed to the chairman of the scheme meetings by no later than 30
minutes before the relevant scheme meeting is due to commence (or recommence,
if adjourned).
3. Scheme members who hold M-Net/SuperSport linked shares that have been
dematerialised, and are registered by the CSDP on the sub-register kept by
that CSDP in their own name ("own-name dematerialised shareholders") will be
entitled to attend the scheme meetings in person or if they are unable to
attend and wish to be represented thereat may complete and return the M-Net
form of proxy and SuperSport form of proxy to the transfer secretaries in
accordance with the time specified on those proxy forms.
4. A beneficial owner of M-Net/SuperSport linked shares should timeously
inform his nominee or, if applicable, his CSDP or broker of his intention to
attend and vote at the scheme meetings or to be represented by proxy thereat
in order for his nominee or, if applicable, his CSDP or broker to issue him
with the necessary authorisation to do so, or should provide his nominee or,
if applicable, his CSDP or broker timeously with his voting instruction should
he not wish to attend the scheme meetings in person in order for his nominee
to vote in accordance with his instruction at the scheme meetings.
5. No dematerialisation or rematerialisation of M-Net/SuperSport linked
shares will take place after Thursday 1 April 2004.
6. The above dates and time are subject to change, subject to agreement by
Naspers, M-Net and SuperSport. Any change shall be advised to shareholders by
notification on SENS and in the press.
7. All times indicated above are South African times.
8. Dematerialised scheme participants are required to notify their duly
appointed CSDP or broker of their election in the manner and by the deadline
stipulated by their CSDP or broker. Certificated scheme participants are
required to complete the election, surrender and transfer form to be included
in the circular to be posted to shareholders before the close of business on
Monday 16 February 2004, or the further form to be posted to scheme
participants on commencement of the election period, to be received by the
transfer secretaries by the record date of the schemes.
7. DOCUMENTATION RELATING TO THE SCHEMES AND COSTS OF THE PROPOSED
TRANSACTION
The documentation relating to the schemes will be posted to the minority
shareholders registered at the close of business on Friday 6 February 2004
before the close of business on Monday 16 February 2004. The minority
shareholders are also referred to the notice of scheme meetings, published
simultaneously with this announcement.
The total costs (excluding VAT) relating to the proposed transaction,
amounts to R7 401 343. This amount includes the fees paid to the JSE and SRP
for inspecting the circular, the listing application fee for the Naspers
shares, the printing and postage costs, the tax payable relating to the
proposed transaction and the fees payable to the merchant bank, independent
advisers, attorneys and reporting accountants.
Cape Town
13 February 2004
Merchant bank and transactional sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsors to M-Net and SuperSport
Sasfin
Corporate Finance
A Division of Sasfin Bank Limited
Independent advisers to M-Net and SuperSport
Andisa
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Attorney to the transaction
Read Hope Phillips Attorneys
Attorneys to Naspers
JAN S. DE VILLIERS ATTORNEYS
Corporate adviser - Africa
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Attorneys
WEBBER WENTZEL BOWENS
Date: 12/02/2004 05:08:32 PM Produced by the JSE SENS Department
