Primedia Limited Annual Report 2006 Annual Report 2006

Notice of Annual General Meeting


Notice is hereby given that the thirteenth annual general meeting of members of Primedia Limited (“the company”) will be held on the First Floor, Primedia Place, 5 Gwen Lane (corner Fredman Drive), Sandown, Sandton on Friday, 1 December 2006 at 08:30 to consider and, if deemed fit, to pass, with or without modification, the following resolutions:

ORDINARY BUSINESS
Ordinary Resolution Number 1
“RESOLVED THAT the consolidated audited annual financial statements of the company and its subsidiaries, incorporating the auditors’ and directors’ reports for the year ended 30 June 2006, be received and adopted.”

Ordinary Resolution Number 2
“RESOLVED THAT the re-appointment of NJM Canca for a further term of office in terms of Article 13 of the articles of association of the company be hereby approved.”

Ordinary Resolution Number 3
“RESOLVED THAT the re-appointment of I Kirsh for a further term of office in terms of Article 13 of the articles of association of the company be hereby approved.”

Ordinary Resolution Number 4
“RESOLVED THAT the re-appointment of AP Nkuna for a further term of office in terms of Article 13 of the articles of association of the company be hereby approved.”

Ordinary Resolution Number 5
“RESOLVED THAT the re-appointment of K Pillay for a further term of office in terms of Article 13 of the articles of association of the company be hereby approved.”

Ordinary Resolution Number 6
“RESOLVED THAT the re-appointment of CS Seabrooke for a further term of office in terms of Article 13 of the articles of association of the company be hereby approved.”

Ordinary Resolution Number 7
“RESOLVED THAT the co-option by the board of MN Lekota as a director of the company since the last annual general meeting be hereby approved.”

A profile of the aforesaid directors can be found on pages 6 to 8 of the Annual Report.

Ordinary Resolution Number 8
“RESOLVED THAT the re-appointment of Deloitte & Touche as auditors of the company be hereby approved.”

SPECIAL BUSINESS
Ordinary Resolution Number 9
“RESOLVED THAT the directors be granted a general authority to allot and issue the authorised but unissued ordinary, N ordinary and non-redeemable, cumulative, non-participating preference shares of the company after providing for the allotment and issue of ordinary and N ordinary shares in terms of the company’s share scheme. The shares are hereby placed under the control of the directors, upon such terms and conditions as they in their sole discretion may determine subject to the provisions of the Companies Act, 61 of 1973, as amended (“the Act”), and the listings requirements of the JSE Limited (“the JSE”).”

Ordinary Resolution Number 10
“RESOLVED THAT, subject to the provisions of the Act and the listings requirements of the JSE, the directors of the company shall be entitled to make, on a pro-rata basis to all ordinary and N ordinary shareholders, two specific payments in lieu of dividends, from the company’s share premium, a sum equivalent to the amount which the directors of the company would have declared and paid as dividends, subject to the following limitations:

  • This authority shall cover two specific payments to be made on or about 30 April 2007 and 29 October 2007 respectively; and
  • The total payments by which the share premium will be reduced in terms of this authority, will not exceed R160 million, the maximum available share premium amount, during the authority.”

The directors of the company undertake that they will not implement the proposed specific payments, unless for a period of 12 (twelve) months following the date of the annual general meeting:

  • The company and the subsidiaries of the company (“the group”) are able to repay their debts as such debts become due in the ordinary course of business for a period of 12 months after the date of notice of the annual general meeting;
  • The assets of the company and the group, fairly valued according to International Financial Reporting Standards and on a basis consistent with the last financial year of the company, will exceed the liabilities of the company and the group for a period of 12 months after the date of the notice of the annual general meeting;
  • The company and the group have adequate share capital and reserves for ordinary business purposes for a period of 12   months after the date of notice of the annual general meeting;
  • The company and the group have sufficient working capital for ordinary business purposes for a period of 12 months after the date of notice of the annual general meeting; and
  • The sponsor of the company provides a letter to the JSE on the adequacy of working capital in terms of section 2.12 of the listings requirements.

The directors of the company intend to utilise the authority herein sought, to make specific payments to shareholders from the company’s share premium, in lieu of dividends.

The directors of the company are of the opinion that the specific payments are in the interests of Primedia shareholders. Accordingly, those directors who are shareholders of Primedia   intend to vote in favour of the ordinary resolution to approve the proposed payments and recommend that Primedia shareholders do the same.

The payment will have no financial effect on the company’s earnings or headline earnings. The company’s net asset value and tangible net asset value will reduce by the amount of the specific payments, which will be no more than R160 million, the maximum available share premium amount.

At the time of any such specific payment an announcement will be published containing, inter alia, the terms of the payment, the date of the annual general meeting at which the authority was obtained, the date on which the payment is to be made, and the effect on earnings per share, headline earnings per share, net asset value per share and tangible net asset value per share.

SPECIAL RESOLUTION
To consider and, if deemed fit, to pass with or without modification the following special resolution in the manner required by the Act and subject to the listings requirements of the JSE:

“RESOLVED THAT in terms of the authority granted in the articles of association of the company, the company and/or any of its subsidiaries be and are hereby authorised, by way of a general approval contemplated in sections 85(2), 85(3) and 89 of the Act, to acquire the company’s shares comprising ordinary and N ordinary shares, upon such terms and conditions and in such amounts as the directors of the company may from time to time decide but subject to the provisions of the Act and the listings requirements of the JSE, and the following conditions:

  • That this authority shall be valid until the next annual general meeting of the company or for 15 months from the date of registration of this special resolution, whichever period is shorter;
  • That any acquisition of shares in terms of this authority be effected through the order book operated by the JSE trading system;
  • That the acquisitions of the company’s shares in any one financial year shall be limited to 20% of the issued share capital of the relevant class in existence at the date of this annual general meeting;
  • That the company will only appoint one agent to effect any purchase(s) on its behalf;
  • That any acquisition of ordinary shares and/or N ordinary shares in terms of this authority may not be made at a price greater than 10% above the weighted average traded price of the relevant class of securities over the five business days immediately preceding the date on which the transaction is effected;
  • That after any acquisition of ordinary shares and/or N ordinary shares, the company complies with the shareholder spread requirements set out in the listings requirements of the JSE Limited;
  • That a press announcement containing full details of such acquisitions of shares will be published as soon as the company and/or its subsidiaries has/have acquired shares constituting, on a cumulative basis, 3% of the number of shares of the relevant class in issue at the date of the general meeting at which this special resolution is considered and, if approved, passed and for each 3% in aggregate acquired thereafter;
  • That any such acquisition is not effected during a prohibited period as defined in the listings requirements of the JSE Limited; and
  • Upon entering the market to proceed with the acquisition, the company’s sponsor has complied with its responsibilities contained in the listings requirements of the JSE Limited (section 2.12 and schedule 25) and the company’s sponsor will inform the JSE listings division of this in writing.”

The reason for, and effect of, this special resolution is to grant the company and/or any of its subsidiaries a general authority to acquire shares in the company on the terms set out above, which authority shall be valid until the earlier of the next annual general meeting of the company or the variation or revocation of such general authority by special resolution at any subsequent general meeting of the company, provided that the general authority shall not extend beyond 15 months of date of the annual general meeting. The directors are of the opinion that:

  • The company and the group will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months after the date of notice of the annual general meeting;
  • The assets of the company and the group fairly valued in accordance with generally accepted accounting practice, will be in excess of its liabilities for a period of 12 months after the date of notice of the annual general meeting; and
  • The company’s and the group’s issued share capital and reserves and working capital will be adequate for a period of 12  months after the date of notice of the annual general meeting to meet the group’s current and foreseeable future requirements.

For the purposes of considering the special resolution for the company and/or its subsidiaries to repurchase ordinary and/or N ordinary shares issued by the company and ordinary resolution number 10 for the company to make specific payments out of share premium, the following information in compliance with section 11.26 and 11.28 of the listings requirements of the JSE is furnished:

  • Directors’ details are set out in pages 6 to 8 of this report.
  • Details of major shareholders are set out in pages 105 and 106 of this report.
  • Material changes:
    Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company and/or the group since the date of this notice.
  • Directors’ interests in shares are set out in page 103 of this report.
  • Details of the company’s share capital are set out in page 75 of this report.
  • Directors’ responsibility statement:
    The directors, whose names are given on pages 6 to 8 of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to these resolutions and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made in this regard and that the annual report contains all information required by law and the listings requirements of the JSE Limited.
  • Litigation statement:
    Other than in respect of the Africa on Air trademark dispute with the South African Revenue Services explained on page 28, the directors, whose names are given on pages 6 to 8 of the annual report are not aware of any legal or arbitration proceedings, including proceedings that are pending or threatened, that may have or have had a material effect on the group’s financial position over the previous 12 months.

PREFERENCE SHAREHOLDERS
The holders of the preference shares shall not be entitled to vote, either in person or by proxy, at any general meeting of the company, by virtue of or in respect of the preference shares, except if any one or more of the following circumstances prevail at the date of such meeting:

  • during any period determined as provided in section 194(2) of the Companies Act in which any dividend or any part of any dividend on such preference shares remains in arrear and unpaid; and/or
  • resolution of the company is proposed which directly affects any of the rights attached to the preference shares or the interests of the holders of the preference shares including, but not limited to, a resolution for the winding-up of the company or for the reduction of its capital, in which event the preference shareholders shall be entitled to vote only on such resolution.

At every general meeting of the company at which holders of the preference shares are present and entitled to vote, a preference shareholder shall be entitled to that proportion of the total votes in the company which the aggregate amount of the nominal value of the shares held by him bears to the aggregate amount of the nominal values of all the shares issued by the company.

PROXIES
Each member who, being a natural person, is present in person, by proxy or agent, or if such member is a company or other

body corporate, is present by a representative proxy or agent at the annual general meeting, is entitled to vote on a show of hands. On a poll, each member entitled to vote, whether present in person or by proxy, or by representation, is entitled to vote for each ordinary and/or N ordinary share held.

A member who is entitled to attend and vote at the meeting may appoint a proxy or proxies to attend, speak and vote in their stead. The proxy need not be a member of the company.

A form of proxy is attached for use by certificated members and dematerialised members with “own name” registration only who are unable to attend the annual general meeting in person but who wish to be represented thereat. Duly completed forms of proxy must be returned to the registered office of the company or the transfer secretaries, to be received by not later than 08:30 on Wednesday, 29 November 2006. The completion of the proxy form will not preclude a member from attending the meeting.

If you have dematerialised your shares with a Central Securities Depository Participant (“CSDP”) or broker, other than with “own name” registration, you must arrange with them to provide you with the necessary Letter of Representation to attend the annual general meeting or you must instruct them as to how you wish to vote in this regard. This must be done in terms of the agreement entered into between you and the CSDP or broker.

BY ORDER OF THE BOARD

  

SE SATHER
Company secretary

Sandton
25 October 2006

6th Floor 
Primedia Place 
5 Gwen Lane
Sandown, Sandton 2196

PO Box 652110 
Benmore 
2010

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