EDUCOR / NASPERS - PROPOSED SCHEME OF ARRANGEMENT

Educor Limited
(Incorporated in the Republic of South Africa)
(Registration number 1999/020356/06)
("Educor")
NASPERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1925/001431/06)
("Naspers")

PROPOSED SCHEME OF ARRANGEMENT PURSUANT TO WHICH EDUCOR WILL BE DELISTED FROM
THE JSE SECURITIES EXCHANGE SOUTH AFRICA
Introduction

Further to the cautionary announcement issued by Educor on 24 January 2001,
Gensec Bank Limited ("Gensec Bank") is authorised to announce that agreement
has been reached between Naspers and Educor in terms of which Naspers will
extend an offer to the minority shareholders of Educor (excluding Nozala
Investments (Proprietary) Limited ("Nozala")) ("minorities") for the

acquisition of all of their shares at a consideration amounting to 120 cents
per Educor share ("the offer"). The offer will be implemented by means of a
scheme of arrangement in terms of Section 311 of the Companies Act, 1973 (No 61
of 1973), as amended ("the scheme").

Naspers currently owns 68 640 600 Educor shares, being 45,6% of Educor's issued
share capital. Nozala, which directly owns 9 773 109 Educor shares,

representing 6,5% of Educor's issued share capital, has agreed not to

participate in the scheme and, subject to satisfactory arrangements being
concluded with Naspers, will remain invested in Educor as its Empowerment
Partner. Consequently, Nozala is a concert party of Naspers in relation to the
scheme and will abstain from voting at the meeting to be convened for the
purposes of the minorities to consider the scheme.
Rationale for the scheme

Given the persistent negative sentiment towards small market capitalisation
companies on the JSE Securities Exchange South Africa ("the JSE") there appears
to be little justification for the continued listing of Educor. The benefits of
being a listed company have largely subsided as a result of market sentiment
and Educor's current trading performance. The directors of Educor ("the
directors") are of the opinion that its business could be better structured as
an unlisted company in order to achieve critical mass and meet the challenges
that are prevalent in the private education sector.

Educor is highly geared and in order for its business, particularly its
e-Education initiatives, to be fully developed within the bounds of prudent
financial criteria, additional capital investment will be required. The share
price performance and investor sentiment towards Educor is not conducive to any
capital raising initiatives as a listed company. The directors are, therefore,
of the view that the interests of Educor and minorities would be better served
if minorities are given the opportunity to dispose of their shares at a
reasonable price.

It is intended that minorities will also be given a share alternative ("the
share alternative") in terms of which they will be entitled to elect to receive
Naspers shares, instead of cash, in a predetermined exchange ratio that will be
fixed closer to the time of implementing the offer.
Financial effects

The financial effects set out below are based on the cash offer consideration
of 120 cents per share and illustrate the effects on an Educor shareholder that
currently holds 100 Educor shares.

                                      Before the  After the   Change

                                      scheme (R)  scheme (R)  (%)
Attributable market value:

- 23 January 2001 (1)                 56,00       120,00      114

- 30-day volume weighted average (2)  44,00       120,00      173

- 23 February 2001 (3)                91,00       120,00      32

Attributable headline earnings        1,42 (4)    4,20 (5)    196

Attributable tangible net asset value 50,00 (6)   120,00      140
Notes

1. The closing market price of an Educor share on 23 January 2001, being the
trading day immediately preceding the publication of the cautionary
announcement referred to above.

2. The volume weighted average traded price of an Educor share over the 30
trading days up to and including 23 January 2001.

3. The closing market price of an Educor share on 23 February 2001, being the
last practicable trading day prior to the publication of this announcement.
4. Being the headline earnings attributable to 100 Educor shares for the six
months ended 30 September 2000.

5. An after tax return of say, 7% applied to the offer proceeds of R120,00 per
100 Educor shares for a period of six months.

6. Being the tangible net asset value as at 30 September 2000 attributable to
100 Educor shares.
Opinions, recommendations and undertakings

The directors of Educor who are not directors or representatives of Naspers and
Nozala have considered the terms of the offer and the scheme and are of the
unanimous opinion that they are fair and reasonable to the minorities.
Accordingly they support the scheme and recommend that minorities vote in
favour thereof.

Grant Thornton Kessel Feinstein Corporate Finance (Pty) Limited ("GTKF"),
acting as independent adviser to Educor and minorities, has considered the
terms of the offer and is of the opinion that they are fair and reasonable to
the minorities. A copy of GTKF's opinion in this regard will be included in the
documentation to be issued in relation to the scheme ("scheme documentation").
Minorities who, collectively, hold 45 439 010 Educor shares, being 62,9% of the
total number of shares held by minorities, have indicated that they intend to
accept the offer and vote all of their shares in favour of the scheme.
Termination of Educor's listing on the JSE

Application will be made for the termination of Educor's listing on the JSE
with effect from the operative date of the scheme. Full details of the
acceptance and surrender procedure of Educor share certificates and other
documents of title will be contained in the scheme documentation.
Cash confirmation

Gensec Bank has confirmed to the Securities Regulation Panel ("the SRP") that
Naspers will have sufficient cash resources to satisfy full acceptance of the
cash alternative of the offer.
Conditions precedent

The offer and the scheme to be implemented pursuant thereto are conditional
upon:

- the approvals, insofar as may be necessary, of the scheme documentation by
the JSE, the SRP and the Exchange Control Division of the South African Reserve
Bank;

- the approval of at least 75% of the minorities present or represented and
voting at the scheme meeting;

- the sanction of the scheme by the High Court of South Africa (Cape Provincial
Division);and

- registration of the Order of Court by the Registrar of Companies.
General

The scheme documentation is in the process of being prepared and will, subject
to the approval of the JSE and SRP, be mailed to Educor shareholders within 30
days of the date of this announcement (or, with the consents of the JSE and the
SRP, as soon as possible thereafter).

Further announcements, including details of the share alternative and the
salient dates pertaining to the scheme, will be published from time to time.
Cape Town
26 February 2001
Investment bank and joint sponsor to Naspers
Gensec Bank Limited
(Registration number 1996/004744/06)
Merchant bank to Nozala
African Merchant Bank Limited
Registered Bank
Registration number 1996/016470/06
Corporate adviser to Educor and the minorities
Grant Thornton Kessel Feinstein
Corporate Finance (Pty) Ltd
(Registration number 2000/002649/07)
Attorneys
Jan s. de Villiers Attorneys
Joint sponsors to Naspers
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Co. Reg. No. 1995/012240/07
HSBC Investment Services (Africa) (Pty) Limited
Reg. No. 1984/001736/07