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Educor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/020356/06)
("Educor")
Naspers Limited
PROPOSED SCHEME OF ARRANGEMENT - SALIENT DATES
INTRODUCTION
Further to the announcement dated 26 February 2001, Gensec Bank Limited is
authorised to announce that the High Court of South Africa (Cape of Good Hope
Provincial Division) has granted leave to convene the scheme meeting. The
scheme will be proposed in terms of section 311 of the Companies Act, No 61 of
1973 (as amended), by Naspers between Educor and its shareholders, other than
Naspers and Nozala Investments (Proprietary) Limited, and will entail scheme
members being offered the opportunity to dispose of their Educor shares for
cash of 120 cents per share and/or a share alternative ("the share
alternative") comprising a maximum of 4,5 and a minimum of 3,6 Naspers "N"
ordinary shares for every 100 Educor shares held at the record date for the
scheme. The final details of the share alternative will be announced by
Thursday, 26 April 2001. The Naspers "N" shares to be issued in terms of the
share alternative will, from their date of issue, rank pari passu in all
respects (including the right to receive a dividend, when declared) with the
other Naspers "N" shares then in use.
SALIENT DATES AND TIMES PERTAINING TO THE SCHEME
2001
Last day to lodge proxy forms for
the scheme meeting by 10:00 on Thursday, 12 April
Last day for scheme members to be registered in order to
be entitled to vote at the scheme meeting by 16:30 on Thursday, 12 April
Scheme meeting held at 10:00 on Tuesday, 17 April
Share alternative finally determined by 16:30 on Thursday, 26 April
Details of share alternative announced on the
Stock Exchange News Service ("SENS") Thursday, 26 April
Court hearing to sanction the scheme Wednesday, 2 May
Listing of Educor suspended on the
JSE Securities Exchange South Africa ("JSE") at 16:30 on Thursday, 3 May
Record date to determine scheme participants who are
entitled to participate in the scheme at 16:30 on Friday, 11 May
Last day for scheme participants to elect the share
alternative by 16:30 on Friday, 11 May
Operative date of the scheme Monday, 14 May
Listing of Naspers consideration shares in respect of
which the share alternative is elected,
commences on the JSE Monday, 14 May
Date from which the scheme consideration will be made
available or posted to scheme participants
(if their documents of title are received on or prior
to the record date, or failing that,
within two business days of receipt thereof) Wednesday, 16 May
Listing of Educor terminated on the JSE with effect from
close of trading on Friday, 18 May
Note:
1. The above dates and times are subject to change by agreement between Naspers
and Educor. Any such amendment will be announced on SENS and in the press.
2. Failure to complete the relevant section of the election form in respect of
the share alternative and/or failure to submit the election form by 16:30 on
Friday, 11 May 2001, shall result in the scheme participant being deemed to
have elected the cash alternative in respect of all of his Educor shares held.
SCHEME DOCUMENTATION
The documentation relating to the scheme will be posted today to Educor
shareholders registered at the close of business on Wednesday, 25 March 2001.
Educor shareholders are also referred to the notice of scheme meeting published
simultaneously with this announcement.
Cape Town
30 March 2001
Investment bank and joint sponsor to Naspers
Gensec Bank Limited
(Registration number 1996/004744/06)
Merchant bank to Nozala
AMB
African Merchant Bank Limited
Registered Bank
Registration number 1996/016470/06
Corporate adviser to Educor and minorities
Grant Thornton Kessel Feinstein
Corporate Finance (Pty) Ltd
(Registration number 2000 002649/07)
Attorneys
Jan S. de Villiers
Joint sponsor to Naspers
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
