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Metoz/ Newco - Funding Announcement
Metoz Holdings Limited
(formerly Metro Cash and Carry Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021315/06)
Share code: MOZ ISIN: ZAE000057410
(`Metoz`)
The Newco Project X Limited
(Incorporated in Australia)
(Registration number ABN 32 112 073 480)
(`Newco`)
FUNDING ANNOUNCEMENT
Scheme members are referred to the firm intent announcement published on SENS on
Friday, 11 February 2005, and in the press on Monday, 14 February 2005, as well
as the circular posted to shareholders on 23 February 2005 confirming that the
funding for the scheme would be by way of an unconditional loan from Metcash
Trading Limited, Australia (`Metcash`) to Newco. Metcash would finance the loan
through -
* a three year senior unsecured syndicated loan note subscription facility of
up to AUD 825 million (`the syndicated loan facility`). The syndicated
loan facility is to be provided to Metcash by a syndicate of lenders and
has been fully underwritten by Australia and New Zealand Banking Group
Limited;
* a pro rata rights entitlement offer of convertible unsecured loan stock
(`CULS`) to eligible shareholders to raise approximately AUD 744 million.
Deutsche Bank AG has underwritten the CULS to this level;
* the issue of convertible undated preference shares (`CUPS`) of up to AUD 50
million. Deutsche Bank AG has agreed to subscribe for all CUPS.
The underwriting agreements referred to above had to become or be declared
unconditional in relation to the provision of funding for the scheme
consideration by no later than the last day to lodge forms of proxy for the
scheme meeting, which was expected to be 09h00 on Friday, 18 March 2005.
Scheme members were informed that they would be advised whether the underwriting
agreements have become or been declared unconditional by publication on SENS and
in the press.
Metcash has now advised Newco of the following -
* Metcash has drawn down the syndicated loan facility;
* Metcash has received all the proceeds of the CULS; and
* the CUPS subscription agreement has become unconditional.
Accordingly, Newco confirms that it is entitled to all required funding for the
scheme, provided the scheme becomes operative.
Independent adviser to Metoz Sponsor to Metoz
Investec Bank Sasfin Corporate Finance a division
of Sasfin Bank Limited
Attorneys to Metoz Reporting Accountants and Auditors
Fluxmans Attorneys Inc Ernst & Young
Attorneys to Newco
Webber Wentzel Bowens
Date: 18/03/2005 08:25:08 AM
Produced by the JSE SENS Department
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