|
Naspers/ M-Net/ Supersport - Results of the M-Net and Supersport Scheme Meetings
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
Share code: NPN ISIN: ZAE000015889
("Naspers")
Electronic Media Network Limited
(Incorporated in the Republic of South Africa)
(Registration number 1985/002853/06)
Share code: MNS ISIN: ZAE000014304
("M-Net")
SuperSport International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/004203/06)
Share code: MNS ISIN: ZAE000014304
("SuperSport")
RESULTS OF THE M-NET AND SUPERSPORT SCHEME MEETINGS
1. RESULTS OF THE SCHEME MEETINGS
Investec Bank Limited is authorised to announce that the schemes of
arrangement (collectively "the schemes") in terms of section 311 of the
Companies Act, 1973, as amended, proposed by Naspers between each of M-Net and
SuperSport and their shareholders other than Naspers, MNH Holdings (1998)
(Proprietary) Limited, MultiChoice Africa (Proprietary) Limited and Johnnic
Communications Limited ("minority shareholders") have each been approved by the
requisite majority of votes exerciseable by minority shareholders at the scheme
meetings held on Thursday 4 March 2004.
Application will be made to the High Court of South Africa (Witwatersrand
Local Division) ("the Court") on Tuesday 16 March 2004 at 10:00 or as soon
thereafter as Counsel may be heard for the sanctioning of the schemes. The
Court is located in the High Court Building, von Brandis Square, corner
Pritchard and von Brandis Streets, Johannesburg.
If the Court sanctions the schemes the only remaining condition precedent to
which the schemes will remain subject will be the registration of the Order of
Court sanctioning the schemes by the Registrar of Companies.
A further announcement regarding the outcome of the application to the Court
and details of the surrender procedure required for existing minority
shareholders is expected to be released on SENS on or about Tuesday 16 March
2004.
2. REMAINING SALIENT DATES AND TIMES PERTAINING TO THE SCHEMES
Detailed below are the remaining salient dates and times that are relevant to
minority shareholders in terms of the schemes:
2004
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 Securities Exchange South Africa ("JSE")
and the Nigerian Stock Exchange ("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 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
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
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. The above dates and times 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.
2. All times indicated above are South African times.
3. NOTICE TO UNITED STATES RESIDENTS
The Naspers shares are being offered to you in accordance with Rule 802 of
the US Securities Act of 1933 (the "US Securities Act") and have not been and
will not be registered under the US Securities Act or the securities laws of any
state of the United States. The offer is subject to South African disclosure
requirements that are different from those of the United States. You may not be
able to sue Naspers or its officers or directors in a foreign court for
violations of the United States securities laws and it may be difficult to
compel Naspers and its affiliates to subject themselves to a judgement by a
United States court.
Cape Town
4 March 2004
Merchant bank and transactional sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsor 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)
Attorneys to the transaction
Read Hope Phillips Attorneys
Attorneys to Naspers
Jan S. De Villiers
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Attorneys
Webber Wentzel Bowens
Date: 04/03/2004 03:24:07 PM Produced by the JSE SENS Department
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
