Primedia Limited
Incorporated in the Republic of South Africa
Registration number 1993/003355/06
Share code PMA ISIN ZAE000035119
Share code PMN ISIN ZAE000035127
Share code PMAP ISIN ZAE000080529
(“Primedia” or “the company” or “the group”)

PRIMEDIA - ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER

ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER FOR THE ENTIRE ISSUED ORDINARY AND N ORDINARY SHARE CAPITAL OF PRIMEDIA AND FIRM INTENTION TO MAKE AN OFFER FOR THE ENTIRE ISSUED NON-REDEEMABLE, CUMULATIVE, NON - PARTICIPATING PREFERENCE SHARE CAPITAL OF PRIMEDIA

1. Introduction

Shareholders are referred to various cautionary announcements published by Primedia, the most recent of which was dated 4 June 2007. Red Pen 2 General Trading (Proprietary) Limited ("Newco") is a company established at the instance of a consortium of investors, comprising Mineworkers Investment Company (Proprietary) Limited ("MIC"), the Isaac Kirsh Family Trust No 2, the William Kirsh Family Trust, Daniel Kirsh or his family entity and the Peter Maw Family Trust (collectively, "Kirsh consortium") and key members of management of Primedia and its subsidiaries ("Primedia Group") (collectively, "the consortium"). The consortium includes approximately 55 members of management of the Primedia Group. Newco has notified the board of directors of Primedia ("the board") of its firm intention to:

• make an offer ("the ordinary offer") to acquire all the ordinary shares ("ordinary shares") and N ordinary shares ("N ordinary shares") in the issued share capital of Primedia; and
• make an offer ("the preference offer") to acquire all the non-redeemable, cumulative, non-participating preference shares ("preference shares") in the issued share capital of Primedia, (collectively "the offers") in accordance with and as contemplated by the Securities Regulation Code on Takeovers and Mergers and the Rules of the Securities Regulation Panel ("SRP") (together "SRP Code").

To implement the ordinary offer, Newco intends to propose two inter- conditional schemes of arrangement in terms of section 311 of the Companies Act, No 61 of 1973, as amended ("Act"), one between Primedia and its ordinary shareholders ("ordinary scheme"), and the other between Primedia and its N ordinary shareholders ("N ordinary scheme") (collectively "ordinary schemes"). The ordinary schemes will relate to all ordinary and N ordinary shares other than those ordinary shares and/or N ordinary shares which MIC intends to dispose of to Newco ("excluded ordinary and N ordinary shares") in terms of a share-for-share transaction.

The ordinary schemes will be subject to the suspensive conditions ("ordinary scheme conditions") set out in paragraphs 9 and 10 below being fulfilled or waived (where applicable) by the dates stipulated, but will not be conditional upon the successful implementation of the preference offer.

To implement the preference offer, Newco intends to propose a scheme of arrangement in terms of section 311 of the Act between Primedia and the holders of the preference shares to acquire all of the preference shares ("preference scheme"). The preference scheme shall be subject to the fulfillment of the suspensive conditions set out in paragraph 11 below. ("preference scheme conditions").

Upon implementation of the ordinary schemes, and if applicable the preference scheme (collectively "the schemes"), an application will be made to the JSE Limited ("JSE") to terminate the listing of the entire issued ordinary shares, N ordinary shares and the preference shares of Primedia on the JSE.

The key features of the offers are:

• they are made at a full and fair price which is considered to be attractive to Primedia shareholders;
• they are fully funded;
• they facilitate material equity participation by Primedia management and staff; and
• they result in a media group with a significantly increased black shareholding.

2. Purchase price consideration in terms of the ordinary offer

2.1. The ordinary offer will, if the ordinary schemes become unconditional, result in the payment, by or on behalf of Newco, of a cash purchase price of -

• R26.67 per ordinary share ("ordinary scheme consideration"); and
• R25.62 per N ordinary share ("N scheme consideration"),
  (collectively the "ordinary scheme considerations").

If the actual payment date is on or after 4 September 2007, an additional amount will be added to the ordinary scheme considerations (giving rise to increased purchase prices) determined by applying to the said ordinary scheme considerations, notional interest at the publicly quoted basic prime overdraft rate of interest per annum of First Rand Bank Limited from time to time plus 200 basis points, from and including 4 September 2007 to but excluding the actual payment date.

The amounts of R26.67 per ordinary share and R25.62 per N ordinary share, represent the following premia:

	ordinary Premium (%) shares	N ordinary Premium (%) shares
Closing price on 14 December 2006 (being the date prior to the first cautionary announcement)	40.4%	41.5%
30 Day volume weighted average price ("VWAP") to 14 December 2006	44.4%	36.9%
30 Day VWAP to 2 July 2007 (being the last practicable date prior to this announcement)	6.8%	9.0%

2.2. If Primedia declares any dividend/s, distribution/s or similar payment/s on the ordinary shares and/or the N ordinary shares prior to the actual payment date ("interim period"), then the amount/s referred to in paragraph 2.1. will be appropriately reduced by an amount equal to the amount of such dividend, distribution or payment, as the case may be, plus Secondary Tax on Companies, if any, payable in respect thereof.