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M-NET/ SUPERSPORT/ NASPERS - ANNOUNCEMENT REGARDING SCHEMES OF ARRANGEMENT IN RESPECT OF M-NET AND SUPERSPORT Electronic Media Network Limited (Incorporated in the Republic of South Africa) (Registration number 1985/002853/06) JSE Share Code: MNS ISIN: ZAE000014304 ("M-Net") Supersport International Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1997/004203/06) JSE Share Code: MNS ISIN: ZAE000014304 ("SuperSport") Naspers Limited (Incorporated in the Republic of South Africa) (Registration number 1925/001431/06) JSE Share code: NPN ISIN Code: ZAE000015889 ("Naspers") ANNOUNCEMENT REGARDING SCHEMES OF ARRANGEMENT IN RESPECT OF M-NET AND SUPERSPORT ("THE SCHEMES") Further to the press announcement dated 4 March 2004, in which it was stated that the requisite majorities of shareholders at the Scheme Meetings had approved the Schemes, Investec Bank Limited advises that, while the report to the Court on the Scheme Meetings will be made on Tuesday, 16 March 2004, the Court will be asked to postpone the application to sanction the Schemes by one week. If the postponement is granted, sanctioning of the Schemes will be delayed by one week, but it will not impact on the record date or the operative date of the Schemes. The reason for the requested postponement is that an urgent application ("the Application") has been made to the Competition Tribunal by a third party ("the Applicant") for an order, amongst other things, that the Schemes give rise to a notifiable merger in terms of the Competition Act of 1998, and that the implementation thereof should be delayed until the Schemes have been notified to the competition authorities and approved. Prior to the first announcement of the proposed Schemes on 17 December 2003, M-Net, SuperSport and Naspers ("the Parties") were advised by Senior Counsel and their regulatory attorneys that the Schemes did not give rise to a change of control as contemplated in the Competition Act and were accordingly not notifiable. Subsequently the Competition Commission also considered the matter. After an exchange of correspondence and after meeting with representatives of the Parties, it stated "the transaction does not appear to constitute a merger as defined in the Competition Act and is therefore not notifiable." Accordingly, based on the clear advice received from legal advisors and the approach taken by the Competition Commission, the Parties have not notified the Schemes to the Competition Commission. The Application will be heard on Friday 19 March 2004, and the Applicant and the Parties will request the Tribunal to issue its decision on the Application as soon as possible in view of the urgency of the matter. The Parties need to alert shareholders that if, contrary to the advice received and contrary to the position of the Competition Commission, the Schemes must be notified to the competition authorities, the implementation of the Schemes will be delayed and uncertainties will be introduced. Once the outcome of the Competition Tribunal hearing is known, and if the salient dates pertinent to the Schemes need to be amended, shareholders will be advised accordingly. Randburg 11 March 2004 Merchant Bank and transactional sponsor: Investec Bank Limited Sponsors to M-Net: Sasfin Bank Limited Independent advisors to M-Net: Andisa Capital (Pty) Limited and Standard Corporate and Merchant Bank Attorneys to the transaction: Read Hope Phillips Attorneys Attorneys to Naspers: Jan S. De Villiers Attorneys Attorneys: Webber Wentzel Bowens Reporting accountants and auditors: PricewaterhouseCoopers Inc Date: 11/03/2004 07:00:24 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
