Metropolitan - Acquisition of a shareholding in MH
Metropolitan - Acquisition of a shareholding in MHC by KTI
Metropolitan Holdings Limited
(Incorporated in South Africa)
(Registration number 2000/031756/06)
Share code: MET
NSX Code: MTD
ISIN: ZAE000050456
(`Metropolitan` or `the Company`)
ACQUISITION OF A SHAREHOLDING IN METROPOLITAN HEALTH CORPORATE (PROPRIETARY)
LIMITED (`MHC`) BY KAGISO TRUST INVESTMENTS (PROPRIETARY) LIMITED (`KTI`) (the
`Empowerment Transaction`)
INTRODUCTION
Metropolitan shareholders are referred to the announcement on SENS on Thursday,
9 June 2005 that MHC, 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
MHC in terms of the Empowerment Transaction. KTI currently has an 11.97% equity
stake in Metropolitan. This existing interest, combined with the Empowerment
Transaction, will result in KTI having an effective shareholding in MHC of just
over 25%. Taking into account the equity currently held by black management and
staff, MHC`s empowerment shareholding will be in excess of 30%.
SALIENT FEATURES OF THE EMPOWERMENT TRANSACTION
The Empowerment Transaction is effective from 1 January 2005. The consideration
for the 17,63% shareholding acquired by KTI in terms of the Empowerment
Transaction is R135 million.
LISTINGS REQUIREMENTS OF THE JSE LIMITED (`JSE`)
As KTI is a material shareholder and a related party of Metropolitan, the
Empowerment Transaction constitutes a small related party transaction as defined
in section 10.7 of the JSE Listings Requirements. Metropolitan has, therefore,
appointed AMB Capital Limited (`AMB`) as an independent professional expert to
review the terms and conditions of the Empowerment Transaction to determine if
they are fair and reasonable to Metropolitan shareholders. AMB has reviewed the
terms and conditions of the Empowerment Transaction and is of the opinion that
these terms and conditions are fair and reasonable to Metropolitan shareholders.
AMB has expressed this opinion in writing and such opinion will be available for
Inspection At Metropolitan`s Registered Office, 7 Parc Du Cap, Mispel Road,
Bellville, Cape Town, for a period of 28 days from today.
Cape Town
12 September 2005
Sponsor
Merrill Lynch South Africa (Proprietary) Limited
Attorneys to Metropolitan
Deneys Reitz
Financial adviser to Metropolitan
Khumo Bathong Capital
Independent expert to Metropolitan
AMB Capital Limited
Attorneys to KTI
Webber Wentzel Bowens
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