Form 40-F:
furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
EXHIBIT
- Proposal by Naspers to offer
The participants in the black economic empowerment share scheme, Phuthuma Futhi (the "Phuthuma scheme"), hold 10% of the issued M-Net SuperSport shares. The Phuthuma scheme was established as an opportunity for historically disadvantaged individuals to become shareholders in M-Net and SuperSport ("the companies").
The earnings volatility of the companies, the technical insolvency of M-Net as a consequence of the implementation of the AC133 accounting standard and the consequential possibility that no dividends will be paid in the current financial year have raised concerns from the trustees of the Phuthuma scheme. In this respect they have requested the M-Net and SuperSport boards (the "offeree boards"), as well as the Naspers board of directors (collectively "the boards"), to cooperate in procuring the realisation now of benefits by the Phuthuma participants. The boards believe it important to ensure fairness to the members of the Phuthuma scheme and therefore have agreed to facilitate this request in order for the participants to realise value. However, the boards are also of the view that it would not make sense to keep the companies listed without the Phuthuma scheme participants, as this would exacerbate the illiquidity of the M-Net SuperSport shares.
Accordingly, Naspers has advised the offeree boards that it wishes to offer the holders of M-Net SuperSport shares, other than those held by Naspers, MNH Holdings (1998) (Proprietary) Limited ("MNH98") and MultiChoice Africa (Proprietary) Limited ("MultiChoice") ("the minority shareholders"), the opportunity to swop their M-Net SuperSport shares into Naspers class N ordinary shares ("Naspers shares"), which have a high level of liquidity ("the share offer"). Alternatively, the minority shareholders can elect to receive cash for their M-Net SuperSport shares ("the cash offer"). The share offer and the cash offer are collectively referred to as "the offer" ("the proposed transaction").
The M-Net SuperSport shares trade on the JSE Securities Exchange South Africa ("JSE") and on the Nigerian Stock Exchange ("NSE") and pursuant to the proposed transaction the M-Net SuperSport shares will be delisted from the JSE and the NSE.
Naspers currently holds directly and indirectly 40,6% of the M-Net SuperSport shares.
The proposed transaction is subject, inter alia, to the conditions precedent set out in paragraph 4 below ("the conditions precedent"). The salient details of the transaction are set out in this announcement.
2. THE PROPOSED TRANSACTION
The offer will be implemented by means of schemes of arrangement in terms of Section 311 of the Companies Act, 1973
(No 61 of 1973), as amended ("the scheme") and will be subject to the conditions precedent.
2.1 The share offer
Naspers will propose schemes between each of M-Net and SuperSport and the minority shareholders to swop all of their
M-Net SuperSport shares for a consideration to be settled by the issue of new Naspers shares. The number of Naspers shares
to be offered as consideration for the M-Net SuperSport shares swopped by the minority shareholders in terms of the scheme
("switch ratio") will be calculated on the weighted average price of Naspers shares for the period 5 to 23 January 2004 ("the
offer period") and a price of R8,50 per M-Net SuperSport share. To incentivise minority shareholders to become investors in
Naspers, a further discount of 10% will be offered in the switch ratio. Naspers reserves the right to change the formula if stock
markets or Naspers's share price is considerably impacted during that period.
For example, if the average Naspers share price for the offer period is R40, and an M-Net SuperSport share price of R8,50 is assumed, the minorities will receive 1 Naspers share for every 4,71 M-Net SuperSport shares. Applying a further incentive discount of 10%, the minority shareholders will benefit by receiving 1 Naspers share for every 4,24 M-Net SuperSport shares held.
Naspers shares have a high level of liquidity, in excess of 70% of the total shares in issue having traded over the past 11 months, to a value of R5,1 billion.
2.2 The cash offer
As an alternative to the share offer, the minority shareholders will be entitled to elect to receive a cash consideration of 850 cents
per M-Net SuperSport share to be disposed of in terms of the schemes.The maximum cash consideration therefore payable by
Naspers equates to R755 million ("cash consideration").
The offeree boards will appoint an independent advisor ("the independent advisor") to consider the terms of the offer to determine whether such offer is fair and reasonable to the minority shareholders.
The proposed transaction is conditional upon the fulfilment of certain conditions precedent, including inter alia the following:
Investec Bank Limited has confirmed to the SRP that Naspers has adequate cash resources to implement the proposed transaction.
For the purposes of the pro forma financial effects calculation it has been assumed that the offer has been settled in cash, in full, as the switch ratio for the share offer has yet to have been determined.
1.
Value at 12 December 2003
1.
A further announcement regarding the final terms of the offer, including the switch ratio, will be made once the independent advisor has completed its opinion as to whether the proposed transaction is fair and reasonable to minority shareholders, which date is expected to be on or about Friday 13 February 2004.The related scheme circular is expected to be posted on the same day.
Name: Stephan J. Z. Pacak