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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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