Primedia Limited - Results of the Scheme Meetings

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”)

RESULTS OF THE SCHEME MEETINGS

1. INTRODUCTION

Further to the announcement published on the Securities Exchange News Service ("SENS") of the JSE Limited on 5 July 2007 in which shareholders were advised that a consortium of investors, acting through Red Pen 2 General Trading (Proprietary) Limited ("Newco"), had notified the board of directors of Primedia ("the board") of its firm intention to:

- make an 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 to acquire all the non-redeemable, cumulative, non- participating preference shares ("preference shares") in the issued share capital of Primedia, (collectively, "Primedia shares");

in accordance with and as contemplated by the Securities Regulation Code on Takeovers and Mergers and the Rules of the Securities Regulation Panel ("SRP") ("SRP Code"), to be effected by way of schemes of arrangement in terms of section 311 of the Companies Act, No 61 of 1973, as amended, proposed by Newco between:

- Primedia and its ordinary shareholders ("ordinary scheme");
- Primedia and its N ordinary shareholders ("N ordinary scheme"); and
- Primedia and its preference shareholders ("preference scheme"), (collectively, "the schemes").

Investec Bank Limited is authorised to announce that, at the ordinary scheme meeting, the N ordinary scheme meeting and the preference scheme meeting (collectively, "the scheme meetings") held on Monday, 6 August 2007:

- the ordinary scheme was approved by 99.0% of the votes exercised by the scheme members present in person, by proxy or represented at the ordinary scheme meeting;

- the N ordinary scheme was approved by 85.3% of the votes exercised by the scheme members present in person, by proxy or represented at the N ordinary scheme meeting; and

- the preference scheme was approved by 100.0% of the votes exercised by the scheme members present in person, by proxy or represented at the preference scheme meeting.

Application will be made to the High Court of South Africa (Witwatersrand Local Division) ("the court") on 14 August 2007 to sanction the schemes. The Court is located in the High Court Building, von Brandis Square, corner Pritchard and von Brandis Streets, Johannesburg. Any shareholder will be entitled to attend at Court on that day in person or represented by counsel and may, if that shareholder so wishes, oppose the sanctioning of any of the schemes.

2. CONDITIONS PRECEDENT

The ordinary scheme conditions as set out in pages 63 to 66 of the circular to all shareholders posted on or about 16 July 2007 ("the circular"), are unfulfilled other than conditions 4.1.1, 4.1.5 (in regard to the regulatory approval by the Independent Communications Authority of South Africa), 4.1.11 and 4.1.16 which have been fulfilled, condition 4.1.15 which has been waived and conditions 4.1.17 and 4.1.18 which have been rendered irrelevant due to the waiver of condition 4.1.15 as aforesaid.

The N ordinary scheme conditions and preference scheme conditions as set out on pages 78 and 90 respectively of the circular are unfulfilled other than condition 4.1.1 in each case, which has been fulfilled.

3. SCHEME CHAIRMAN`S REPORT

In terms of the order of court granted on 10 July 2007, the chairperson of the scheme meetings is required to report the results of the scheme meetings to the court at 10:00 on Tuesday, 14 August 2007, or so soon thereafter as counsel may be heard.

Copies of the chairperson`s report on the scheme meetings will be available on request, free of charge, from Tuesday, 7 August 2007 during normal business hours from the company secretary of Primedia at its registered office at Primedia Place, 5 Gwen Lane, Sandton, 2196 or from the offices of legal advisor to Primedia, Edward Nathan Sonnenbergs, 150 West Street, Sandton, 2196.

4. FURTHER ANNOUNCEMENT/S

A further announcement/s regarding the outcome of the application to the Court and the final salient dates and times of the schemes will also be made to all shareholders in due course.

Sandton
6 August 2007

Transaction arranger and debt advisor to Newco
Capitau Advisory Limited

Merchant bank to Newco and transaction sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal advisor to Newco
MJ King Inc.

M & A Tax, Corporate Law and Competition advisors to Newco
KPMG Services (Proprietary) Limited

Investment bank, independent expert and sponsor to Primedia
Investec Bank Limited

Legal advisor to Primedia
Edward Nathan Sonnenbergs Inc.

Reporting accountants and auditors of Primedia
Deloitte & Touche

Date: 06/08/2007 16:40:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department



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