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Metropolitan - Acquisition of a shareholding in Metropolitan Health Group
(Proprietary) Limited (`MHG`) by Kagiso Trust Investments
(Proprietary) Limited (`KTI`) (the `empowerment transaction`)
Metropolitan Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 2000/031756/06
(`Metropolitan` or `the Company`)
JSE Code: MET
NSX Code: MTD
ISIN Code: ZAE000050456
Acquisition of a shareholding in Metropolitan Health Group (Proprietary) Limited
(`MHG`) by Kagiso Trust Investments (Proprietary) Limited (`KTI`) (the
`empowerment transaction`)
Introduction
Shareholders are advised that MHG, a subsidiary of Metropolitan, and KTI have
entered into an agreement in terms of which KTI will acquire a direct
shareholding of 17.63% in MHG.
Rationale
KTI currently has a 10% equity stake in Metropolitan therefore the empowerment
transaction will result in KTI having an effective shareholding in MHG of just
over 25%. Taking into account the equity currently held by black management and
staff, MHG`s empowerment shareholding will be in excess of 30%.
Subsequent to the empowerment transaction, KTI intends to make 5% of its stake
in MHG available to Lebone Health Consortium, a broad based black economic
empowerment consortium.
MHG`s position as a leading healthcare administrator and provider of IT
solutions in the healthcare arena will be further entrenched by the empowerment
transaction as MHG realises its vision of creating true empowerment through the
licensing of its computerised administration systems to black entrants into the
industry.
The commitment of both MHG and KTI to ongoing knowledge and skills transfer with
a view to promoting genuine empowerment will also be strengthened as a result of
the transaction.
Terms of the empowerment transaction
The effective date of the empowerment transaction is 1 January 2005. The
consideration for the empowerment transaction is R135 million and will be
settled in cash. As KTI is a material shareholder in Metropolitan, this
empowerment transaction constitutes a related party transaction as defined in
section 10.1 of the Listings Requirements of the JSE Securities Exchange South
Africa (`JSE`). Accordingly, Metropolitan will appoint, subject to the approval
of the JSE, an independent expert to provide an opinion as to whether the
empowerment transaction is fair and reasonable to the shareholders of
Metropolitan. Should the independent expert opine that the empowerment
transaction is not fair and reasonable to Metropolitan shareholders, the
transaction will become subject to shareholder approval.
The empowerment transaction will not have a significant financial effect on
Metropolitan.
JJ Njeke, managing director of KTI, will join the board of MHG as from 1 June
2005.
Further announcement
A further announcement will be published in due course which will contain the
opinion of the independent expert.
Cape Town
9 June 2005
Sponsor
Merrill Lynch South Africa (Pty) Limited
Date: 09/06/2005 05:13:28 PM
Produced by the JSE SENS Department
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