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METROPOLITAN HOLDINGS LIMITED - SPECIFIC REPURCHASE OF SHARES
METROPOLITAN HOLDINGS LIMITED
Formerly New Africa Capital Limited
(Incorporated in the Republic of South Africa)
Registration number: 2000/031756/06
("Metropolitan" or "the Company")
ISIN: ZAE000050456
JSE Share Code: MET
NSX Share Code: MTD
SPECIFIC REPURCHASE OF SHARES
1.Introduction
Shareholders are referred to the circular issued on 4 November 2003, regarding,
inter alia, a specific authority for the Company to repurchase up to 36 356 142
Metropolitan shares which were held by New Africa Investments Limited ("NAIL")
at the time ("the specific repurchase")
The specific authority was granted in terms of a special resolution passed by
shareholders of Metropolitan at a general meeting of shareholders held on 26
November 2003, on the basis that the specific repurchase must satisfy the
following conditions:
1.1 the NAIL shareholding purchased shall not exceed 36 356 142 Metropolitan
shares;
1.2 the consideration for the specific repurchase shall not be at a premium of
10% or more of the volume weighted average market price per Metropolitan share
for the five business days immediately preceding the date on which the specific
repurchase is agreed.
1.3 subject to 1.2 above, the maximum price per Metropolitan share for the
acquisition of the NAIL shareholding shall not exceed the most recently
published embedded value per Metropolitan share calculation (which on the date
of passing the resolution amounted to R9,11 per Metropolitan share.)
1.4 the specific authority shall be valid until the next annual general meeting
of Metropolitan, whereafter it shall lapse; and
1.5 Metropolitan shall not be permitted to acquire the NAIL shareholding from
whomever is the holder thereof, if such holder is a related party to
Metropolitan.
Shareholders are advised that Metropolitan has repurchased 35 376 184 ordinary
Metropolitan shares which were held by NAIL for an aggregate consideration of
R238 741 929 in accordance with the specific authority.
2.Terms of the repurchase
The terms of the repurchase are as follows;
* The effective date is the 13th of April 2004.
* The purchase price per share is R 6.75 (rounded up to the nearest whole
number).
* The volume weighted average market price per Metropolitan share for the five
business days immediately preceding the date on which the specific repurchase
was agreed is R6.60 per share.
* The aggregate purchase consideration will be funded from Metropolitan"s
internal cash resources; and
* The seller is Capricorn Capital Partners Holding Company (Pty) Ltd which is
not a related party to Metropolitan as that term is defined by the Listings
Requirements of the JSE Securities Exchange South Africa ("the JSE").
The specific repurchase has therefore complied with all the conditions attached
to the specific authority.
3. Financial effects of the repurchase
The repurchase will have no significant financial effect on Metropolitan.
4. Opinion
The directors of Metropolitan are of the opinion that:
* the Company and its subsidiaries ("the Group"), will be able in the ordinary
course of business to pay their debts for a period of 12 months from the date of
the repurchase;
* the assets of the Company and the Group, fairly valued in accordance with the
accounting policies used in the latest group annual financial statements, will
remain in excess of the liabilities of the Company and the Group for a period of
12 months after the date of the repurchase;
* the issued ordinary share capital and reserves of the Company and the Group
will be adequate for the purposes of the business for a period of 12 months from
the date of the repurchase;
* the working capital available to the Company and the Group will be sufficient
for the Company"s and the Group"s requirements for a period of 12 months from
the date of the repurchase;
* the repurchase was not made during a closed period;
* the Rules of the Securities Regulation Panel have been considered and that the
repurchase does not indirectly result in an affected transaction; and
* the cancellation of these shares will not place the Company in breach of the
spread regulations of the JSE.
Cape Town
13 April 2004
Sponsor in South Africa Sponsor in Namibia
Merrill Lynch South Africa (Pty) Limited Simonis Storm Securities
Date: 13/04/2004 07:00:06 AM Produced by the JSE SENS Department
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