Merchant bank and
I n v e s t e c B a n k L i m i t e d
( R e g i s t r a t i o n n u m b e r 1 9 6 9 / 0 0 4 7 6 3 / 0 6 )
Independent advisers to M-Net and SuperSport
Sponsor to M-Net
C O R P O R A T E F I N A N C E
A Division of Sasfin Bank Limited
Attorney to the transaction
Attorney to Naspers
JAN S. DE VILLIERS
A T T O R N E Y S
Reporting accountant and auditor
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration no 1998/012055/21)
WEBBER WENTZEL BOWENS
of scheme consideration and surrender of documents of title in respect of
SuperSport linked shares for certificated scheme participants
The scheme consideration will be posted from Friday 2 April 2004 to those scheme participants who hold M-Net/SuperSport linked shares in certificated form ("certificated scheme participants") and who have surrendered their documents of title on or before Friday 26 March 2004, subject to the instructions contained in the election, surrender and transfer form attached to the circular posted to M-Net/SuperSport shareholders on 13 February 2004 ("the scheme circular"). 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 Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or City Securities Limited, 5th Floor, Primrose Tower, 17 A Tinabu Street, Lagos (PO Box 9177, Lagos) in order to receive the scheme consideration timeously.
In respect of those certificated scheme participants who surrender their documents of title after Friday 26 March 2004, the scheme consideration will be posted within five business days of the receipt by the transfer secretaries of a properly completed election, surrender and transfer form together with all the relevant documents of title in respect of their M-Net/SuperSport linked shares.The scheme consideration will not be sent to certificated scheme participants unless and until a properly completed election, surrender and transfer form together with all the relevant documents of title in respect of their M-Net/SuperSport linked shares, have been received by the transfer secretaries as set out above.
An election, surrender and transfer form was included in the scheme circular and a further form of election, surrender and transfer will, together with this announcement, be posted to M-Net/SuperSport linked shareholders on Friday 26 March 2004.
2.3 Receipt of scheme consideration for dematerialised scheme participants
Scheme participants who hold M-Net/SuperSport linked shares in dematerialised form ("dematerialised scheme participants") will have their holdings withdrawn and the scheme consideration credited to their Central Securities Depository Participant ("CSDP") or broker account within five business days of their election being received by the transfer secretaries from STRATE, in terms of the agreement entered into between the dematerialised scheme participant and his/her CSDP or broker.
M-Net/SuperSport linked share certificates may not be dematerialised or rematerialised after Thursday 1 April 2004.
3. NOTICE TO UNITED STATES RESIDENTS
The Naspers shares are being offered to you in accordance with Rule 802 of the US Securities Act of 1933 (the "US Securities Act") and have not been and will not be registered under the US Securities Act or the securities laws of any state of the United States.The offer is subject to South African disclosure requirements that are different from those of the United States.You may not be able to sue Naspers or its officers or directors in a foreign court for violations of the United States securities laws and it may be difficult to compel Naspers and its affiliates to subject themselves to a judgement by a United States court.
Cape Town 24 March 2004