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NASPERS/MIHH - COMPANY ANNOUNCEMENT Naspers Limited (Incorporated in the Republic of South Africa and listed on the JSE Securities Exchange South Africa) (Registration number 1925/001431/06) Share code NPN ISIN ZAE000015889 ("Naspers") MIH Holdings Limited (Incorporated in the Republic of South Africa and listed on the JSE Securities Exchange South Africa) (Registration number 1993/005613/6) Share code MHH ISIN ZAE000018941 ("MIHH") SANCTION OF THE MIH HOLDINGS LIMITED ("MIHH") SCHEME OF ARRANGEMENT BY THE HIGH COURT IN THE REORGANISATION OF NASPERS LIMITED ("NASPERS") Further to the announcement dated 3 December 2002, Investec Bank Limited is authorised to announce that the scheme of arrangement ("the scheme") proposed by Naspers between MIHH and its shareholders (other than Naspers and MIH Investments (Proprietary) Limited) was sanctioned by the High Court of South Africa (Witwatersrand Local Division) ("the Court") on Tuesday 10 December 2002. The Order of the Court sanctioning the scheme has been lodged with the Registrar of Companies ("the Registrar") for registration on Wednesday, 11 December 2002. Other than the registration of the Order of Court by the Registrar, all other outstanding conditions precedent relating to the scheme and the reorganisation have been fulfilled. TERMINATION OF STOCK EXCHANGE LISTING The listing of MIHH shares on the JSE Securities Exchange South Africa will be suspended from the commencement of business on Friday 13 December 2002, and will be terminated with effect from the commencement of business on Tuesday 24 December 2002. The record date to determine the participants in the scheme will be the close of business on Friday 20 December 2002 ("the record date"). The operative date of the scheme will be the commencement of business on Monday 23 December 2002 ("the operative date"). SCHEME CONSIDERATION AND SURRENDER OF MIHH DOCUMENTS OF TITLE In terms of the scheme, holders of MIHH shares registered as such on the record date ("scheme participants"), are entitled to receive for every 2,25 MIHH shares held, calculated on a pro rata basis, one new Naspers class N ordinary share credited as fully paid up, and any fraction of a Naspers share to which any scheme participant is entitled, if it comprises 0,5 or more of a share will be rounded up, otherwise will be rounded down, to the nearest whole Naspers share ("the scheme consideration"). For the avoidance of doubt, only rounded numbers of shares will be issued. The scheme consideration payable in respect of dematerialised MIHH shares will be delivered to the own-named dematerialised shareholders by MIHH arranging that Naspers procures that the appropriate entries are made in the Naspers sub- register of members administered or maintained by the Central Securities Depositary Participant ("CSDP") so that the shares so registered be held in terms of the custody/mandate agreements entered into between the relevant beneficial shareholder and his CSDP or broker. The scheme consideration payable in respect of MIHH shares held in certificated/registered form will be posted by pre-paid registered post, at the risk of the addressee, to scheme participants holding certificated shares in MIHH ("certificated scheme participants"). Where the documents of title in respect of the scheme shares have been surrendered to the transfer secretaries: - prior to the record date, on the operative date; - after the record date, within five business days of the receipt of the duly surrendered documents of title in relation to the MIHH shares. Accordingly, if they have not already done so, certificated scheme participants should surrender their documents of title as soon as possible to the transfer secretaries, Computershare Investor Services Limited, 70 Marshall Street, Johannesburg 2001 (PO Box 1053, Johannesburg, 2000) in order to be paid the scheme consideration. The scheme consideration will not be sent to certificated scheme participants unless and until all documents of title in respect of the relevant MIHH shares have been surrendered to the transfer secretaries as set out above. A form of surrender was included in the circular posted to MIHH shareholders on Friday 8 November 2002. A further form of surrender will be posted to MIHH shareholders on Wednesday 11 December 2002 together with a copy of this announcement. Cape Town 11 December 2002 Merchant bank Investec Corporate Finance Investec Bank Limited (Registration number 1969/004763/06) Independent advisor to MIHH and MIHL boards of directors Merrill Lynch Global Markets & Investment Banking Group Merrill Lynch International Registered in England Registration number 2312079 Regulated in the United Kingdom by The Financial Services Authority Transactional sponsor to Naspers and MIHH Investec Bank Limited (Registration number 1969/004763/06) Attorneys Webber Wentzel Bowens Attorneys to Naspers Jan S. De Villiers Attorneys Sponsor to Naspers Gensec Bank Limited (Registration number 1996/004744/06) Reporting accountants and auditors PricewaterhouseCoopers Inc. Chartered Accountants (SA) Registered Accountants & Auditors (Registration no. 1998/012055/21) Sponsor to MIHH Merrill Lynch Global Markets & Investment Banking Group Merrill Lynch South Africa (Pty) Ltd Registration number 1995/001805/07 Registered Sponsor and Member of the JSE Securities Exchange South Africa Date: 10/12/2002 01:53:00 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
