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EDUCOR / NASPERS - RESULTS OF THE SCHEME MEETING

Release Date: 26/04/2001 16:11
Code(s): ECR NPN
Wrap Text
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")

RESULTS OF THE SCHEME MEETING AND DETAILS OF NASPERS SHARE ALTERNATIVE Further to the announcement dated 30 March 2001, Gensec Bank Limited is authorised to announce that:
* the scheme of arrangement ("the scheme") proposed by Naspers between Educor and its shareholders, other than Naspers and Nozala Investments (Proprietary) Limited, has been approved by the requisite majority of scheme members at the scheme meeting held on Tuesday, 17 April 2001; and
* the share alternative of the scheme consideration offered by Naspers has now been determined at 4,5 fully paid Naspers "N" ordinary shares at an issue price of 2 667 cents each for every 100 Educor shares held at the record date of the scheme, which is envisaged to be Friday, 11 May 2001. The new Naspers "N" ordinary shares to be issued as part of the scheme consideration will, from their date of issue, rank pari passu in all respects with the existing Naspers "N" ordinary shares then in issue. Scheme participants will have until the close of business on Friday, 11 May 2001 to submit their elections in respect of the share alternative failing which they will be deemed to have elected to receive the cash alternative of 120 cents per Educor share held.
Application will be made to the High Court of South Africa (Cape of Good Hope Provincial Division) ("the Court") to sanction the scheme on Wednesday, 2 May 2001 at 10:00 am or as soon thereafter as Counsel may be heard. If it is sanctioned by the Court, the only remaining condition precedent to which the scheme will be subject, will be the registration of the Order of Court sanctioning the scheme by the Registrar of Companies.
A further announcement regarding the outcome of the application to Court and details of the surrender procedure required for existing Educor documents of title, will be published on or about Thursday, 3 May 2001. Cape Town 26 April 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 minorities Grant Thornton Kessel Feinstein Corporate Finance (Pty) Ltd (Registration number 2000/002649/07) Attorneys Jan S. de Villiers Attorneys Joint sponsor to Naspers BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa Co. Reg. No. 1995/012240/07

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