Primedia - Imminent Fulfilment Of The Remaining Conditions Precedent And Revised Salient Dates And Times Announcement

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”)

IMMINENT FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT AND REVISED SALIENT DATES AND TIMES ANNOUNCEMENT

  1. Imminent fulfilment of the final conditions precedent Shareholders are referred to the circular posted on or about 16 July 2007, embodying the schemes of arrangement proposed by Red Pen 2 General Trading (Proprietary) Limited ("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"), in terms of which Newco will acquire all the ordinary shares, N ordinary shares and non- redeemable, cumulative, non-participating preference shares (collectively "Primedia shares") in the issued share capital of Primedia and to the subsequent announcements published on SENS on 6 August 2007 and 14 August 2007 advising of the sanction of the schemes and regarding the undermentioned outstanding conditions precedent.

    Shareholders are advised that Newco has obtained the requisite approvals from the Competition Authorities and the Independent Communications Authority of South Africa.

    In addition, shareholders are reminded that the schemes are still subject to receipt of the required approval from the South African Exchange Control Authorities, which approval, Newco believes, is imminent.

    The Order of Court sanctioning each scheme will be registered by the Companies and Intellectual Property Registration Office of South Africa after fulfilment of the abovementioned outstanding condition precedent.

  2. Final ordinary scheme consideration Based on the "revised salient dates and times" set out hereunder, the amount of the final consideration payable to Primedia ordinary shareholders on Friday 28 September 2007 is R26.94, being the ordinary scheme consideration of R26.67 per Primedia ordinary share, increased with reference to notional interest at the prime rate plus 2 percentage points from and including 4 September 2007 to but excluding the implementation date, being Friday 28 September 2007.

  3. Final N ordinary scheme consideration Based on the "revised salient dates and times" set out hereunder, the amount of the final consideration payable to Primedia N ordinary shareholders on Friday 28 September 2007 is R25.88, being the N ordinary scheme consideration of R25.62 per Primedia ordinary share, increased with reference to notional interest at the prime rate plus 2 percentage points from and including 4 September 2007 to but excluding the implementation date, being Friday 28 September 2007.

  4. Final preference scheme consideration Based on the "revised salient dates and times" set out hereunder, the amount of the final consideration payable to Primedia preference shareholders on Friday 28 September 2007 is R109.73, being the accumulated and unpaid dividends thereon as at (but excluding) the implementation date, being Friday 28 September 2007, plus R105.00 per Primedia preference share.

  5. Revised salient dates and times
    In order to minimise further increases in transaction costs, Newco has approached the JSE to approve a shortened implementation timetable in relation to the schemes. Based on Newco`s belief that the approval by the South African Exchange Control Authorities is imminent, the revised salient dates and times in respect of the schemes are set out below. The revised dates and times relate to each of the ordinary scheme, N ordinary scheme and preference scheme and must be read in the context of the scheme(s) applicable to you.

2007
Last day to trade in Primedia shares in order to be recorded on the register on the record date for the schemes on Wednesday 19 September
Expected date for suspension of the listing of the Primedia shares on the JSE, from commencement of trade on the JSE on Thursday 20 September
Record date to participate in the schemes, by 17h00 on the JSE on Thursday 27 September
Last date and time for forms of surrender and transfer to be received by the transfer secretaries (for the purposes of enabling scheme considerations to be paid or credited on the implementation date), by 12h00 on Thursday 27 September
Implementation date of the schemes at the commencement of business on Friday 28 September
Date from which the scheme considerations will be made available or posted to certificated scheme participants (subject to documents of title to Primedia shares having been received on or prior to the record date for the schemes) on Friday 28 September
Date from which the scheme considerations will be credited/updated to the accounts of the relevant CSDPs or own name registered dematerialised scheme participants, as the case may be, of dematerialised scheme participants on Friday 28 September
Strate Termination of listing of Primedia shares on the JSE Monday 1 October

Notes:

  1. No dematerialisation or re-materialisation of Primedia share certificates will take place between Thursday 20 September 2007 and Thursday 27 September 2007, both days inclusive.
  2. All references to times in this document relate to South African local times unless otherwise stated.
  3. Further announcement Shareholders will be notified through SENS and in the South African press once the remaining conditions precedent to the schemes have been fulfilled. Confirmation of, or any changes to the abovementioned dates, will be set out therein.

Sandton
17 September 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.

Date: 17/09/2007 15:08:02 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department

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