| Wed 24 Mar 2004, 17:16 | | SALIENT DATES |
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NASPERS/ SUPERSPORT/ M-NET - SALIENT DATES
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")
Naspers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
share code: NPN ISIN: ZAE000015889
("Naspers")
SANCTIONING BY THE HIGH COURT OF THE M-NET AND SUPERSPORT SCHEMES
1. SANCTIONING OF THE SCHEMES
Further to the announcements published on the Securities Exchange
News Service ("SENS") of the JSE Securities Exchange South Africa on
Thursday 4 March 2004 and Wednesday 10 March 2004, Investec Bank
Limited is authorised to announce that on 24 March 2004 a three-
person panel of the Competition Tribunal has unanimously dismissed
the urgent application for an order 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 ("scheme participants")
are not notifiable mergers in terms of the Competition Act of 1998.
Both schemes were subsequently sanctioned by the High Court of South
Africa (Witwatersrand Local Division) and the order of court was registered by
the Registrar of Companies on Wednesday, 24 March 2004. Accordingly, the schemes
are now unconditional and will be implemented.
2. SCHEME CONSIDERATION AND SURRENDER OF DOCUMENTS OF TITLE IN
RESPECT OF M-NET/SUPERSPORT LINKED SHARES
2.1 Scheme consideration
In terms of the schemes, scheme participants are entitled to elect to
receive either:
2.1.1 1 Naspers share for every 4,5 M-Net/SuperSport linked shares
held by the scheme participants ("share consideration"); or
alternatively
2.1.2 a cash consideration of 850 cents per M-Net/SuperSport linked
share ("cash consideration").
In the event that a scheme participant does not make a valid
election, that scheme participant will be deemed to have elected the
cash consideration. The share consideration and cash consideration
are jointly referred to as the "scheme consideration".
As Naspers shares have not been registered with the Securities and
Exchange Commission of Nigeria, Nigerian holders of M-Net/Supersport
linked shares registered on the Nigerian subregister may not be
issued with Naspers shares. Consequently, such shareholders may not
elect to receive Naspers shares as consideration for M-Net/Supersport
linked shares. It is, nevertheless, the responsibility of
shareholders to avail themselves of the necessary legal advice as to
what action to pursue.
2.2 Receipt of scheme consideration and surrender of documents of
title in respect of M-Net/SuperSport linked shares for certificated
scheme participants
The scheme consideration will be posted from Friday 2 April 2004 to
those scheme participants who hold M-Net/SuperSport linked shares in
certificated form ("certificated scheme participants") and who have
surrendered their documents of title on or before Friday 26 March
2004, subject to the instructions contained in the election,
surrender and transfer form attached to the circular posted to
M-Net/SuperSport shareholders on 13 February 2004 ("the scheme
circular"). Accordingly, if they have not already done so,
certificated scheme participants should surrender their documents of
title as soon as possible to the transfer secretaries, Computershare
Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box
61051, Marshalltown, 2107) or City Securities Limited 5th Floor,
Primrose Tower, 17 A Tinabu Street, Lagos (PO Box 9177, Lagos) in
order to receive the scheme consideration timeously.
In respect of those certificated scheme participants who surrender
their documents of title after Friday 26 March 2004, the scheme
consideration will be posted within five business days of the receipt
by the transfer secretaries of a properly completed election,
surrender and transfer form together with all the relevant documents
of title in respect of their M-Net/SuperSport linked shares. The
scheme consideration will not be sent to certificated scheme
participants unless and until a properly completed election,
surrender and transfer form, together with all the relevant documents
of title in respect of their M-Net/SuperSport linked shares, have
been received by the transfer secretaries as set out above.
An election, surrender and transfer form was included in the scheme
circular and a further form of election, surrender and transfer will,
together with this announcement, be posted to M-Net/SuperSport linked
shareholders on Friday 26 March 2004.
2.3 Receipt of scheme consideration for dematerialised scheme
participants
Scheme participants who hold M-Net/SuperSport linked shares in
dematerialised form ("dematerialised scheme participants") will have
their holdings withdrawn and the scheme consideration credited to
their Central Securities Depository Participant ("CSDP") or broker
account within five business days of their election being received by
the transfer secretaries from STRATE, in terms of the agreement
entered into between the dematerialised scheme participant and
his/her CSDP or broker.
M-Net/SuperSport linked share certificates may not be dematerialised
or rematerialised after Thursday 1 April.
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
24 March 2004
Merchant Bank and transactional sponsor
Investec Bank Limited
(Registration number 1969/004763/06)
Sponsors to M-Net and SuperSport
Sasfin Frankel Pollak
Wipcapital
Independent advisors to M-Net and SuperSport
Andisa Capital
Standard bank
Attorneys to the transaction
Read Hope Phillips
Attorneys to Naspers
Jan S De Villiers
Reporting accountants and auditors
PricewaterhouseCoopers
Attorneys
WEBBER WENTZEL BOWENS
Date: 24/03/2004 04:07:12 PM Produced by the JSE SENS Department
