Metoz - Requisition Of General Meeting
METOZ HOLDINGS LIMITED
(formerly Metro Cash and Carry Limited)
(Incorporated in the Republic of South Africa)
Registration number 1946/0121315/06
Share code: MOZ ISIN code: ZAE000057410
LETTER TO SHAREHOLDERS FROM THE CHAIRMAN OF
METOZ HOLDINGS LIMITED
15 March 2005
Dear shareholders
I am addressing this letter to you in my capacity as chairman of the board of
Metoz Holdings Limited (`Metoz`) to encourage you to vote in favour of the
scheme of arrangement at the scheme meeting to be held on 22 March 2005, in
accordance with the circular to shareholders dated 23 February 2005.
The price in terms of the proposed scheme is very attractive at approximately
R2.85 per share based on the current rate of exchange of R4.74 to AUD1. This
represents a premium of some 40% above the Metoz share price ruling immediately
before the proposal was announced and there is every likelihood that the price
will drop if the proposed scheme is not approved at the meeting.
Following the approach from Metcash Trading Limited, Australia (`Metcash`) last
year, the board of Metoz appointed Investec Bank Limited (`Investec`) as
independent adviser to review the proposal. Investec has completed its review
and has concluded that the terms and conditions of the proposed scheme are fair
and reasonable to Metoz shareholders.
All the directors of Metoz who hold shares in the company intend to vote in
favour of the scheme and the two largest shareholders in Metoz, RMB Asset
Management (Proprietary) Limited and STANLIB Asset Management Limited which, as
asset managers on behalf of their clients, control 43% of the Metoz issued
shares, have provided binding undertakings to vote in favour of the scheme.
With the only remaining asset of Metoz being a controlling stake in the
Australian company, I believe the scheme provides an opportunity to realise fair
value by eliminating the historical holding company discount the market has
applied to the Metoz share price. This discount reflected the market`s view
of the holding company structure as well as the potential tax implications for
Metoz that would result from the sale of the underlying investment in Metcash.
The proposal has been in the market for more than three months and the price and
terms are a matter of public record. If there were the possibility of a better
offer, I believe that we would have heard about it by now. Since the
announcement of this proposal the board has not had a single approach from any
alternative purchaser. The proposed Metcash offer is the best option available
to shareholders.
The Metcash board has made its position very clear to us - the offer will not be
varied if the scheme is not successful and Metcash will not be coming back with
a different or higher offer. In these circumstances, it is probable that Metoz
shares will fall in value and again trade at a material discount to the
underlying value of the investment in Metcash.
Accordingly, I recommend the proposed scheme. I suggest that all shareholders
ensure that, if they are not going to attend the meeting in person, they lodge
the relevant proxy form, contained in the circular referred to above, at the
offices of the transfer secretaries, Computershare Investor Services 2004
(Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg (P O Box
61763, Marshalltown 2107) by no later than 09h00 on Friday, 18 March 2005.
Yours faithfully
DR F VAN ZYL SLABBERT
Chairman
Date: 16/03/2005 07:00:03 AM
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