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METROPOLITAN HOLDINGS LIMITED - OFFER PRICE FOR THE PROPOSED ODD-LOT OFFER
Metropolitan Holdings 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
OFFER PRICE FOR THE PROPOSED ODD-LOT OFFER
1. INTRODUCTION
On 6 August 2004 Metropolitan announced that the board of directors of the
Company had proposed, inter alia, subject to receiving the approval of
shareholders at a general meeting, the implementation of an odd-lot offer to
facilitate a reduction in the number of shareholders who hold less than 100
Metropolitan shares (`odd-lot holdings`) at close of business on Friday, 17
September 2004 (`the record date`). Full details of the odd-lot offer were
contained in a circular which was posted to shareholders on 6 August 2004.
2. OFFER PRICE
Shareholders are advised, in advance of the shareholders` meeting detailed in
paragraph 5 below, that the odd-lot offer price has been determined at R7.64 per
Metropolitan share (`offer price`). The offer price is equivalent to the volume-
weighted average traded price of Metropolitan shares on the JSE Securities
Exchange South Africa (`JSE`) over the five trading days ended on Monday, 30
August 2004.
3. ODD-LOT OFFER
The odd-lot offer opened on Friday, 6 August 2004 and will be implemented on the
basis that shareholders who hold shareholdings of less than 100 Metropolitan
shares (`odd-lot holders`) may, up to 12:00 on the record date, elect either to:
3.1 acquire a sufficient number of additional Metropolitan shares at the
offer price in order to increase their respective holdings to 100
Metropolitan shares; or
3.2 sell their odd-lot holdings to Metropolitan at R8.02 per Metropolitan
share, being the offer price plus a premium of 5% per Metropolitan
share; or
3.3 retain their odd-lot holdings.
4. COMPULSORY SALE OF ODD-LOT HOLDINGS
The shares of those odd-lot holders who do not make an election or who do not
instruct their Central Securities Depository Participant as to their election,
will be deemed to have been sold to Metropolitan at R8.02 per Metropolitan
share, being the offer price plus a premium of 5% per Metropolitan share.
5. GENERAL MEETING
The general meeting of shareholders will be held in the Auditorium, 7 Parc du
Cap, Mispel Road, Bellville at 11:00 on Wednesday, 1 September 2004, at which
meeting the special and ordinary resolutions required to implement the odd-lot
offer will be proposed for consideration and, if deemed fit, passed with or
without modification.
6. FURTHER ANNOUNCEMENT
A further announcement detailing the results of the general meeting and
finalisation of the odd-lot offer will be published on the Securities Exchange
News Services of the JSE on Wednesday, 1 September 2004 and in the South African
and Namibian press on Thursday, 2 September 2004.
Cape Town
31 August 2004
Sponsor in South Africa
Merrill Lynch South Africa (Proprietary) Limited
Sponsor in Namibia
Simonis Storm Securities (Proprietary) Limited
(Member of the NSX)
Legal adviser
Deneys Reitz Inc.
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