As filed with the Securities and Exchange Commission on April 13, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MIH LIMITED
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
British Virgin Islands 4841 Inapplicable
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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Abbot Building
Mount Street
Tortola
Road Town
British Virgin Islands
(284) 494-5471
(Address, including zip code, and telephone number, including
area code, of registrant's registered offices)
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CT Corporation System
1633 Broadway
New York, NY 10019
(212) 479-8200
(Name, address, including zip code, and telephone number, including
area code, of agent for service of process)
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Copies to:
<TABLE>
<S> <C> <C>
Kris F. Heinzelman, Esq. Allan Rosenzweig
Cravath, Swaine & Moore Myriad International Holdings B.V. Michael E. Michetti, Esq.
Worldwide Plaza Jupiterstraat 13-15 Cahill Gordon & Reindel
825 Eighth Avenue 2132 HC Hoofddorp 80 Pine Street, 17th Floor
New York, New York 10019 The Netherlands New York, New York 10005
(212) 474-1000 (31) 23 515 62870 (212) 701-3000
</TABLE>
Approximate date of commencement of proposed sale to the public. April 13,
1999.
If any of the securities being registered on this Form are being offered
in connection on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X]
File No. 333-74227
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Title of Each Class Proposed Maximum
of Securities to be Aggregate Amount of
Registered Offering Price Registration Fee
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<S> <C> <C>
Class A Ordinary Shares, no par value .. $25,565,000(1) $7,107.07(2)
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(1) Calculated pursuant to Rule 457 under the Securities Act of 1933.
(2) The Registrant, through its agent, has instructed a bank to wire a filing
fee in this amount to the Securities and Exchange Commission's account,
the Registrant will not revoke such instructions, and there are sufficient
funds in such account to cover the amount of such filing fee.
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STATEMENT PURSUANT TO RULE 462(b)
The contents contained in Registration No. 333-74227 originally filed with
the Commission on March 11, 1999 and as subsequently amended are incorporated
by reference into, and shall be deemed part of, this registration statement.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
All the exhibits filed with or incorporated by reference in Registration
Statement No. 333-74227 are incorporated by reference into, and shall be deemed
part of, this registration statement,
including:
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<S> <C>
24.1 Power of Attorney (included on the signature page of Registration No. 333-74227)
</TABLE>
but not including:
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<S> <C>
5.1 Opinion of Harney Westwood & Riegels (filed herewith)
15.1 Letter re: unaudited interim financial information (filed herewith)
23.1 Consent of Harney Westwood & Riegels (included in opinion filed as 5.1)
23.2 Consent of Coopers & Lybrand (filed herewith)
</TABLE>
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant, MIH Limited, a corporation organized and existing under the
laws of the British Virgin Islands, certifies that it has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hoofddorp, The Netherlands, on this 13th day of
April, 1999.
MIH LIMITED
By: /s/ ALLAN M. ROSENZWEIG
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Allan M. Rosenzweig
Group Director--Corporate Finance and
Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 13th day of April, 1999:
<TABLE>
<CAPTION>
Signature Title
- ----------------------------------------- -------------------------------------
<S> <C>
* Chairman of the Board
- --------------------------------
Theunissen Vosloo
* Chief Executive Officer and Director
- --------------------------------
Jacobus D. T. Stofberg
* Director
- --------------------------------
Jacobus P. Bekker
* Director
- --------------------------------
Vaughan G. Bray
* Chief Executive Officer--
- -------------------------------- MIH Asia and Director
Johannes H. W. Hawinkels
* Chief Executive Officer--
- -------------------------------- Mindport and Director
Stephen Oldfield
* Director
- --------------------------------
Stephan J. Z. Pacak
* Chief Financial Officer
- -------------------------------- and Director
Lesley R. Penfold
/s/ ALLAN M. ROSENZWEIG Group Director--
- -------------------------------- Corporate Finance and Director
Allan M. Rosenzweig
*By: /s/ ALLAN M. ROSENZWEIG
----------------------------
Allan M. Rosenzweig
Attorney-in-Fact
</TABLE>
II-2
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C>
5.1 Opinion of Harney Westwood & Riegels
15.1 Letter re: unaudited interim financial information
23.1 Consent of Harney Westwood & Riegels (included in opinion filed as 5.1)
23.2 Consent of Coopers & Lybrand
24.1* Power of Attorney
</TABLE>
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* Included on the signature page of Registration No. 333-74227.
EXHIBIT 5.1
13 April 1999
MIH Limited
P.O. Box 3186
Road Town, Tortola
British Virgin Islands
Dear Sirs,
MIH Limited
We have been asked as counsel to MIH Limited, a British Virgin Islands company
(the "Company") to provide this legal opinion in connection with the
registration under the United States Securities Act of 1933, as amended (the
"Securities Act"), of the unissued Class A Ordinary Shares in the Company (the
"Shares") to be offered by the Company to members of the general public through
certain underwriters. This opinion is given in accordance with the terms of the
Legal Matters section of the Registration Statement (as defined below).
1. For the purpose of this opinion we have reviewed the following
documents:-
(a) the Registration Statement on Form F-1 provided to us (the
"Registration Statement") filed by the Company pursuant to Rule 462(b)
with the United States Securities and Exchange Commission for the purpose
of registering the Shares;
(b) (i) the Memorandum and Articles of Association and certificate of
incorporation of the Company;
(ii) the directors' resolutions dated 10 February 1999 authorising the
issuance of the Shares;
(iii) the director's resolutions dated 12 April 1999 authorising the
amending and restating of the Company's Memorandum and Articles
(the "Directors' Resolutions"); and
(iv) a Registered Agent's Certificate dated 7 April 1999 issued by
Havelet Trust Company (BVI) Limited, the Registered Agent of the
Company in the British Virgin Islands.
(c) the public records of the Company as at 4th April 1999 on file with,
and available for inspection at, the Companies Registry in the British
Virgin Islands.
<PAGE>
We have also made such other enquiries and reviewed such matters of law and
examined the originals, photocopies, certified or otherwise identified to our
satisfaction, of such other documents, records, agreements and certificates as
we have considered relevant for the purposes of giving the opinion expressed
below.
2. This legal opinion is confined to and given on the basis of the laws of the
British Virgin Islands at the date hereof and as currently applied by the
courts of the British Virgin Islands. We have not investigated and we do
not express or imply nor are we qualified to express or imply any opinion
on the laws of any other jurisdiction.
3. Based on the foregoing, we are of the opinion that:-
(a) the Company is a company limited by shares, duly incorporated, validly
existing, and in good standing as a separate legal entity under the laws
and regulations of the British Virgin Islands;
(b) subject to the filing at the Companies Registry, Road Town, Tortola of
the Directors' Resolutions, the Company has full statutory authority,
corporate power and legal right to own, lease and operate its properties
and to conduct its business as described in the Registration Statement;
and
(c) subject to the filing at the Companies Registry, Road Town, Tortola of
the Directors' Resolutions, the Shares to be offered and sold by the
Company have been legally authorised and when sold pursuant to the terms
described in the Registration Statement, and paid for at least to the
extent of their par value, will be legally issued, fully paid and
non-assessable.
In connection with the above opinion, we hereby consent:-
(a) to the use of our name in the Registration Statement, the prospectus
constituting a part thereof and all amendments thereto under the caption
"Legal Matters"; and
(b) to the filing of this opinion as an exhibit to the Registration
Statement.
This opinion is addressed to you and may be relied upon by you and your
counsel. This opinion is limited to the matters detailed herein and is not to
be read as an opinion with respect to any other matter.
Yours faithfully
/s/ HARNEY WESTWOOD & RIEGELS
EXHIBIT 15.1
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
MIH Limited
Registration on Form F-1 filed pursuant to Rule 462(b)
We are aware that our report dated November 30, 1998 (except with respect to
Note 9, as to which the date is March 23, 1999) on our review of interim
financial information of MIH Limited as of September 30, 1998 and for the six
months periods ended September 30, 1998 and 1997 is incorporated by reference
into this registration statement. Pursuant to Rule 436(c) under the Securities
Act of 1933 ("the Act"), this report should not be considered a part of the
registration statement prepared or certified by us within the meaning of
Sections 7 and 11 of the Act.
/s/ PricewaterhouseCoopers Inc.
PricewaterhouseCoopers Inc. Johannesburg
Chartered Accountants (SA) Republic of South Africa
Registered Accountants and Auditors April 13, 1999
EXHIBIT 23.2
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
U.S.A.
Consent of Independent Accountants
We consent to the incorporation by reference into this registration statement
filed by MIH Limited on Form F-1 pursuant to Rule 462(b) under the Securities
Act of 1933 relating to the offering covered by this registration statement of
our report dated June 15, 1998 (except with respect to Note 28, as to which the
date is March 23, 1999) on our audits of the financial statements of MIH Limited
and the acquired MIH Businesses (predecessor to MIH Limited). We also consent to
the reference to our firm under the caption "Independent Accountants".
/s/ Coopers & Lybrand Johannesburg,
Republic of South Africa
Coopers & Lybrand April 13, 1999
Chartered Accountants (SA)
Registered Accountants and Auditors
