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EDUCOR LIMITED
NASPERS LIMITED
NOTICE OF SCHEME MEETING
In the High Court of South Africa Case number 2066/2001
(Cape of Good Hope Provincial Division)
In the matter of the ex parte application of
Educor Limited Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1999/020356/06)
Notice is hereby given that, in terms of an Order of Court dated Thursday, 22
March 2001, the High Court of South Africa (Cape of Good Hope Provincial
Division) has ordered that a meeting ("the scheme meeting") of the ordinary
shareholders of the Applicant, other than Naspers Limited (registration number
1925/001431/06) ("Naspers") and Nozala Investments (Proprietary) Limited
(registration number 1996/004733/07) ("the scheme members"), be held at the
registered office of the Applicant, 40 Heerengracht, Cape Town, under the
chairmanship of Mr T B McIntosh or failing him any other independent person
nominated for the purpose by the firm of Jan S de Villiers, at 10:00 on
Tuesday, 17 April 2001 for the purpose of considering and, if deemed fit,
agreeing, with or without modification, to a scheme of arrangement ("the
scheme") proposed by Naspers between the Applicant and the scheme members;
provided that the scheme meeting shall not be entitled to agree to any
modification of the scheme which has the effect ofdiminishing the rights that
are to accrue in terms thereof to scheme members.
The implementation of the scheme is subject to fulfilment of the conditions
precedent stated therein and the sanction of the above Honourable Court.
The essence of the scheme is that, upon implementation, Naspers and Nozala will
become the owners of the entire issued share capital of the Applicant in the
ratio of 93,5% and 6,5% of the issued shares respectively. Scheme members who
are registered on the record date of the scheme, which is expected to be
Friday, 11 May 2001, will receive, at their election:
* the cash alternative of 120 cents in cash for each ordinary share held in the
Applicant; or
* the share alternative comprising a minimum of 3,6 and a maximum of 4,5 "N"
ordinary shares in the share capital of Naspers, credited as fully paid and
ranking pari passu from their date of issue in all respects (including the
right to receive a dividend, when declared) with the other Naspers shares then
in issue, for every 100 ordinary shares held in the Applicant; or
* any combination of the cash alternative and the share alternative.
The final details of the share alternative will be announced in the Press the
business day immediately preceding the date on which the Court is asked to
sanction the scheme.
Each scheme member may attend, speak and vote in person at the scheme meeting,
or may appoint one or more proxies (who need not be members of the Applicant)
to attend, speak and vote at the scheme meeting in the place of such scheme
member. Forms of proxy for this purpose are included in the document of which
this notice forms part. If more than one proxy is appointed on a single form of
proxy, then only one of those proxies (in order of appointment) will be
entitled to exercise the proxy. In the case of joint shareholders, the vote of
the senior shareholder (for which purpose seniority will be determined by the
order in which the names of the joint shareholders stand in the Applicant's
register of members) who tenders a vote (whether in person or by proxy) will be
accepted to the exclusion of the vote of the other joint shareholder(s).
Properly completed forms of proxy must be lodged with the transfer secretaries
of the Applicant, Mercantile Registrars Limited, 10th Floor, Diagonal Street,
Johannesburg, to be received by not later than 10:00 on Thursday, 12 April 2001
or handed to the chairman of the scheme meeting not later than thirty minutes
before the scheme meeting is due to commence. Notwithstanding the foregoing,
the chairman of the scheme meeting may approve in his discretion the use of any
other form of proxy.
In terms of the aforementioned Order of Court, the chairman of the scheme
meeting must report the results thereof to the above Honourable Court on
Wednesday, 2 May 2001 at 10:00 or so soon thereafter as Counsel may be heard. A
copy of the chairman's report to the Court will be available to any scheme
member free of charge at the registered office of the Applicant, during normal
business hours.
Copies of this notice, the form of proxy to be used at the scheme meeting, the
scheme, the explanatory statement in terms of section 312 of the Companies Act,
1973, as amended, explaining the scheme and the Order of Court summoning the
scheme meeting, are included in the document of which this notice forms part
and may be inspected, during normal business hours, up to and including
Wednesday, 2 May 2001 at the registered office of the Applicant, 40
Heerengracht, Cape Town.
Copies of this notice, the form of proxy to be used, the scheme, the
explanatory statement and the Order of Court may be obtained on request, free
of charge, during normal business hours from the registered office of the
Applicant.
Chairman of the scheme meeting
T B McIntosh
30 March 2001
c/o Jan S de Villiers
17th Floor,
Thibault Square
Cape Town
(PO Box 1474, Cape Town, 8000)
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