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M-WEB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/004269/06)
("M-Web")
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
("Naspers")
M-WEB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1997/004269/06)
("M-Web")
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
("Naspers")
Proposed scheme of arrangement - salient dates
1. INTRODUCTION
Further to the announcement dated 16 May 2001, Investec 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,
1973 (Act 61 of 1973), as amended, by Naspers between M-Web and its
shareholders other than Naspers and its Associates (comprising MIH
Investments (Proprietary) Limited and MultiChoice Investments (Proprietary)
Limited) and the M-Web Share Trust, and will entail scheme members being
offered the opportunity to dispose of their M-Web shares for Naspers "N"
ordinary shares ("Naspers shares") for a consideration amounting to one
Naspers share for every 15 M-Web shares held. The Naspers shares to be
issued will, from their date of issue, rank pari passu in all respects with
the other Naspers shares then in issue.
2. SALIENT DATES AND TIMES PERTAINING TO THE SCHEME
2001
Last day to lodge forms of proxy for the scheme meeting
(by 09:00) on Thursday 14 June
Last registration date in order to be entitled to vote
at the scheme meeting by the close of business on Thursday 14 June
Scheme meeting held (at 09:00) on Monday 18 June
Court hearing to sanction the scheme on Tuesday 3 July
Publish results of scheme meeting and of
Court hearing on Wednesday 4 July
Immediate settlement period for all transactions on 2 to 4 July
inclusive
Expected date of suspension of M-Web's listing on
the JSE Securities Exchange South Africa ("the JSE")
from the commencement of business on Thursday 5 July
Record date to determine participation in the scheme
by the close of business on Friday 6 July
Expected operative date of the scheme at the close of
business on Friday 6 July
Expected date of termination of M-Web's listing on
the JSE by the close of business on Friday 6 July
Expected date from which the scheme consideration will
be made available or posted to scheme members
(if documents of title are received on or
prior to the record date)or, failing that,
within five business days of receipt thereof by the
transfer secretaries on Tuesday 10 July
Notes:
(1) The above dates and times are subject to change by agreement between
Naspers and M-Web. Any such amendment will be announced on the Stock
Exchange News Service ("SENS") and in the press.
3. SCHEME DOCUMENTATION
The documentation relating to the scheme will be posted today to M-Web
shareholders registered as such at the close of business on Wednesday 30 May
2001. M-Web shareholders are also referred to the notice of the scheme
meeting published simultaneously with this announcement.
Cape Town
1 June 2001
Merchant bank
Investec Bank Limited
(Registration number 1969/004763/06)
Independent merchant bank to M-Web
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 1962/000738/06)
Lead sponsor to Naspers and M-Web
Investec Securities Limited
Member of the JSE
Registration No. 1972/008905/06
Attorneys
Jan S. de Villiers Attorneys
Reporting accountants and auditors
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Co-sponsor to Naspers
Gensec Bank Limited
(Registration number 1996/004744/06)
