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Metropolitan - Results Of The General Meeting; Finalisation Of The Odd-Lot Offer
METROPOLITAN HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number: 2000/031756/06
JSE share code: MET
NSX share code: MTD
ISIN: ZAE000050456
(`Metropolitan` or `the Company`)
RESULTS OF THE GENERAL MEETING AND FINALISATION OF THE ODD-LOT OFFER
1. RESULTS OF THE GENERAL MEETING
At the general meeting of shareholders held on Wednesday, 1 September 2004, the
requisite majority of shareholders approved all the resolutions tabled by the
Chairman at the meeting. These included:
- the special resolution to increase the authorised share capital of the
Company by the creation of 75 842 650 variable rate cumulative convertible
redeemable preference shares (`preference shares`);
- the special resolution to amend the articles of association of the Company
by inserting the terms and conditions attaching to the preference shares;
- the ordinary resolution whereby the directors are authorised to issue the
preference shares for cash to Off the Shelf Investments 108 (Proprietary)
Limited as part of Metropolitan`s black economic empowerment transaction
with Kagiso Trust Investments (Proprietary) Limited. The preference shares
are expected to be issued on Friday, 1 October 2004;
- the special and ordinary resolutions required to give effect to the odd-lot
offer; and
- the ordinary resolution authorising the Company by way of a general
authority to distribute to shareholders any share capital and reserves of
the Company.
The special resolutions approved at the meeting will be lodged for registration
with the Registrar of Companies in South Africa.
2. FINALISATION OF THE ODD-LOT OFFER
2.1 Record date
The election period for the odd-lot offer opened on Friday, 6 August
2004 and will close at 12:00 on Friday, 17 September 2004 (`the record
date`). Shareholders who hold less than 100 Metropolitan shares (`odd-
lot holders`) and who are recorded in the Company`s register at the
close of business on the record date will be entitled to participate
in the odd-lot offer.
2.2 Last day to trade
Odd-lot holders are advised that the last day to trade in order to
participate in the odd-lot offer will be Friday, 10 September 2004. If
an odd-lot holder acquires additional Metropolitan shares by 17:00 on
Friday, 10 September 2004 with the result that the odd-lot holder`s
shareholding at the close of business on the record date exceeds 100
Metropolitan shares, then such odd-lot holder will not be eligible to
participate in the odd-lot offer.
2.3 Odd-lot holders who hold certificated Metropolitan shares
2.3.1 Those odd-lot holders who hold certificated Metropolitan shares
and who have elected to increase their odd-lot holdings are
required to return a completed form of election and surrender
contained in the circular posted to shareholders on 6 August 2004
together with a cheque or banker`s draft for the additional
Metropolitan shares to reach the respective transfer secretaries
at the following addresses by 12:00 on the record date:
Transfer secretaries Transfer secretaries
in South Africa in Namibia
Computershare Investor Services 2004 Transfer Secretaries (Proprietary)
(Proprietary) Limited Limited
70 Marshall Street, Johannesburg, 2001 Shop 8, Kaiserkrone Centre
PO Box 61051, Marshalltown, 2107 Post Street Mall, Windhoek, Namibia
PO Box 2401, Windhoek, Namibia
2.3.2 Certificated odd-lot holders who surrender their documents of
title by 12:00 on the record date together with a completed form
of election and surrender will be sent new share certificates in
respect of their Metropolitan shares by registered post at their
risk from Monday, 20 September 2004.
2.3.3 Those odd-lot holders who hold certificated Metropolitan shares
and who have elected to sell their odd-lot holdings are required
to surrender their documents of title in respect of all their
Metropolitan shares together with a completed form of election
and surrender to reach the respective transfer secretaries by
12:00 on the record date.
2.3.4 Cheques in respect of the sale of odd-lot holdings will be posted
from Monday, 20 September 2004 to odd-lot holders who have
elected to sell their odd-lots or whose odd-lots have been
compulsorily acquired by Metropolitan, at the risk of such odd-
lot holders, against surrender by such odd-lot holders of their
relevant documents of title.
2.4 Odd-lot holders who hold dematerialised Metropolitan shares
2.4.1 Odd-lot holders who have dematerialised their odd-lot holdings do
not hold share certificates and consequently there is no
surrender procedure applicable to them, nor are they required to
complete a form of election and surrender. Such odd-lot holders
should instruct their Central Securities Depository Participant
(`CSDP`) as to what election they wish to exercise in respect of
the odd-lot offer in accordance with the custody agreement
entered into between them and their CSDP.
2.4.2 Any movement in the number of Metropolitan shares held by
dematerialised odd-lot holders as a result of the implementation
of the odd-lot offer will automatically be recorded in the
relevant odd-lot holder`s account with the CSDP selected by such
odd-lot holder and their accounts will be credited or debited
accordingly on Monday, 20 September 2004.
3. GENERAL
3.1 Odd-lot holders are reminded that if they fail to make an election in
terms of the odd-lot offer as set out herein, they will be deemed to
have sold their odd-lot holdings to Metropolitan at R8.02 per
Metropolitan share, being the offer price plus a premium of 5% per
Metropolitan share. Their documents of title will no longer be valid
for trading after the record date and will have no value other than to
receive the proceeds of the sale of their Metropolitan shares upon
surrender of their documents of title. Forms of election and surrender
are to reach the transfer secretaries in South Africa or Namibia by
12:00 on the record date. Forms of election received after this time
and date will not be accepted.
3.2 A further announcement detailing the results of the odd-lot offer will
be published on the Securities Exchange News Service of the JSE
Securities Exchange South Africa on Monday, 20 September 2004 and in
the South African and Namibian press on Tuesday, 21 September 2004.
Cape Town
1 September 2004
Sponsor in South Africa
Merrill Lynch South Africa (Pty) Limited
Sponsor in Namibia
Simonis Storm Securities (Proprietary) Limited
(Member of the NSX)
Legal adviser
Deneys Reitz Inc.
Date: 01/09/2004 01:15:04 PM Produced by the JSE SENS Department
