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M-NET/ SUPERSPORT/ NASPERS - ANNOUNCEMENT REGARDING SCHEMES OF ARRANGEMENT
IN RESPECT OF M-NET AND SUPERSPORT
Electronic Media Network Limited
(Incorporated in the Republic of South Africa)
(Registration number 1985/002853/06)
JSE Share Code: MNS
ISIN: ZAE000014304
("M-Net")
Supersport International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/004203/06)
JSE Share Code: MNS
ISIN: ZAE000014304
("SuperSport")
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
JSE Share code: NPN
ISIN Code: ZAE000015889
("Naspers")
ANNOUNCEMENT REGARDING SCHEMES OF ARRANGEMENT IN RESPECT OF M-NET AND SUPERSPORT
("THE SCHEMES")
Further to the press announcement dated 4 March 2004, in which it was stated
that the requisite majorities of shareholders at the Scheme Meetings had
approved the Schemes, Investec Bank Limited advises that, while the report to
the Court on the Scheme Meetings will be made on Tuesday, 16 March 2004, the
Court will be asked to postpone the application to sanction the Schemes by one
week. If the postponement is granted, sanctioning of the Schemes will be
delayed by one week, but it will not impact on the record date or the operative
date of the Schemes.
The reason for the requested postponement is that an urgent application ("the
Application") has been made to the Competition Tribunal by a third party ("the
Applicant") for an order, amongst other things, that the Schemes give rise to a
notifiable merger in terms of the Competition Act of 1998, and that the
implementation thereof should be delayed until the Schemes have been notified to
the competition authorities and approved.
Prior to the first announcement of the proposed Schemes on 17 December 2003,
M-Net, SuperSport and Naspers ("the Parties") were advised by Senior Counsel and
their regulatory attorneys that the Schemes did not give rise to a change of
control as contemplated in the Competition Act and were accordingly not
notifiable.
Subsequently the Competition Commission also considered the matter. After an
exchange of correspondence and after meeting with representatives of the
Parties, it stated "the transaction does not appear to constitute a merger as
defined in the Competition Act and is therefore not notifiable."
Accordingly, based on the clear advice received from legal advisors and the
approach taken by the Competition Commission, the Parties have not notified the
Schemes to the Competition Commission.
The Application will be heard on Friday 19 March 2004, and the Applicant and the
Parties will request the Tribunal to issue its decision on the Application as
soon as possible in view of the urgency of the matter.
The Parties need to alert shareholders that if, contrary to the advice received
and contrary to the position of the Competition Commission, the Schemes must be
notified to the competition authorities, the implementation of the Schemes will
be delayed and uncertainties will be introduced.
Once the outcome of the Competition Tribunal hearing is known, and if the
salient dates pertinent to the Schemes need to be amended, shareholders will be
advised accordingly.
Randburg
11 March 2004
Merchant Bank and transactional sponsor:
Investec Bank Limited
Sponsors to M-Net:
Sasfin Bank Limited
Independent advisors to M-Net:
Andisa Capital (Pty) Limited and
Standard Corporate and Merchant Bank
Attorneys to the transaction:
Read Hope Phillips Attorneys
Attorneys to Naspers:
Jan S. De Villiers Attorneys
Attorneys:
Webber Wentzel Bowens
Reporting accountants and auditors:
PricewaterhouseCoopers Inc
Date: 11/03/2004 07:00:24 AM Produced by the JSE SENS Department
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