Naspers makes buy out offer

Johannesburg - Media group Naspers is offering to take up all the shares it does not already own in pay television channels M-Net and Supersport at 8.50 a share.

Naspers already directly or indirectly holds 40.6% of the two pay channels.

Shareholders choosing to waive the cash offer can elect to swop their shares for Naspers shares.

If the proposal receives the necessary support, the two pay channels will be delisted from both the JSE Securities Exchange and the Nigerian Stock Exchange.

Naspers has also agreed to grant an option to Johnnic Communications (Johncom) to acquire up to 35.4% of all M-Net/Supersport shares acquired pursuant to the scheme at the cash offer price of R8.50 a share.

Outlining the rationale behind the move, Naspers said in an announcement to the JSE on Wednesday evening:

"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 co-operate 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").

News24 and Finance24 are Media24 companies. Media24 is a subsidiary of international multimedia group Naspers.

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