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Wed 19 Oct 2005, 11:15 Metropolitan Holdings Limited - Announcement to Sh
Metropolitan Holdings Limited - Announcement to Shareholders                    
Metropolitan Holdings Limited                                                   
Registration number 2000/031756/06                                              
JSE code: MET                                                                   
NSX code: MTD                                                                   
ISIN code: ZAE000050456                                                         
("Metropolitan" or the "Company")                                               
Announcement to shareholders regarding:                                         
*  the issue price of the "A2" and "A3" Metropolitan preference shares (the "Met
Prefs") issued in terms of the second phase of Metropolitan"s Black Economic    
Empowerment transaction (the "Phase II transaction"); and                       
*  the share repurchase by Metropolitan                                         
A.   The Phase II transaction                                                   
1.   Introduction                                                               
Shareholders are referred to the announcement released on SENS on 18 August     
2005, the circular issued to shareholders on 5 September 2005, the revised terms
announced on SENS on 27 September 2005 and the notice issued to shareholders on 
28 September 2005, all relating to the Phase II transaction.  As part of this   
transaction, a private company owned by Kagiso Trust Investments (Proprietary)  
Limited and the Metropolitan Empowerment Trust will acquire a stake in          
Metropolitan by subscribing for 47 081 139 variable rate cumulative convertible 
redeemable Met Prefs having a par value of 0.0001 cent each.                    
2.   Issue price of the Met prefs                                               
Shareholders are advised that the issue price per Met pref is R10.18 based on   
the volume weighted average price of the Metropolitan ordinary shares traded on 
the JSE Limited ("the JSE") over the five trading days ended on 18 October 2005.
3.   Number of "A3" Met Prefs to be issued                                      
The number of "A3" Met Prefs to be issued will be 34 381 139, being R350 million
divided by the issue price.                                                     
B.   The share repurchase                                                       
1.   Details of share repurchase                                                
An amount of 13,075,000 ordinary shares, representing 1.77% of Metropolitan"s   
total issued shares, were repurchased by the Company during the period 19       
September 2005 to 11 October 2005 at prices ranging from 1060 cents per ordinary
share to 1139 cents per ordinary share for a total consideration (excluding     
dealing and other associated costs) of approximately R145 million.  The         
Metropolitan ordinary shares were repurchased in the open market at a price not 
exceeding the limits as prescribed by the JSE. The shares repurchased will be   
cancelled and delisted from the JSE with effect from Wednesday, 19 October 2005.
The Company bought back the Metropolitan ordinary shares through the order book 
operated by the JSE trading system and this has been done without any prior     
understanding or arrangement between the Company and the counterparties         
concerned.                                                                      
2.   Source of funds                                                            
The share repurchase has been funded from available cash resources.             
3.   Opinions                                                                   
The Directors of Metropolitan have considered the impact of the share repurchase
and are unanimously of the opinion that:                                        
-    the Company, and the Company and its subsidiaries ("the Group"), will be   
     able in the ordinary course of business to pay their debts for a period of 
     12 months from the date of this announcement;                              
-    the assets of the Company and the Group, fairly valued in accordance with  
     statements of generally accepted accounting practice, will remain in excess
     of the liabilities of the Company and the Group;                           
-    the issued ordinary share capital and reserves of the Company and the Group
are adequate for the purposes of the business for a period of 12 months    
     from the date of this announcement;                                        
-    the working capital available to the Company and the Group is sufficient   
     for the Company"s and the Group"s requirements for a period of 12 months   
from the date of this announcement; and                                    
-    subsequent to any repurchase the Company will comply with the JSE"s spread 
     requirements.                                                              
4.   Financial effects                                                          
The financial effects of the share repurchase are not significant, but it will  
reduce the dilutory impact of the Phase ll transaction.                         
Announcement to shareholders                                                    
Cape Town                                                                       
19 October 2005                                                                 
Sponsor to Metropolitan in South Africa                                         
Merrill Lynch South Africa (Pty) Limited                                        
Sponsor to Metropolitan in Namibia                                              
Simonis Storm Securities                                                        
Date: 19/10/2005 11:15:06 AM Produced by the JSE SENS Department                
                                                                                
                                                                                
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