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
- 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.
| 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:
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
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