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eMedia - issue of EMH N shares to Venfin
The board of directors of EMH (the "Board") informed shareholders that on 27 June 2025 ("Signature Date"), EMH entered into a subscription and share exchange agreement with eMedia Investments (Pty) Ltd. ("EMI"), Venfin Media Beleggings (Pty) Ltd. ("Venfin"), Remgro Ltd. ("Remgro") and Venfin (Pty) Ltd. ("Venfin Interco") ("Agreement").
In terms of the Agreement, EMH, EMI, Venfin, Venfin Interco and Remgro (the "Parties") have agreed to enter into a series of transactions in terms of which, inter alia:
- Venfin shall subscribe for, and EMH shall allot and issue to Venfin, 18 310 630 EMH N shares (the "Subscription Shares") at a subscription price of ZAR 3.25 per EMH N share (the "Subscription Price") amounting to a total of ZAR 59 509 547.50 (the "Subscription"). The Subscription Price represents a premium of 20.1% to the 30-day volume weighted average price of EMH N shares to 25 June, which is value accretive to shareholders; and
- immediately after but on the same day as implementation of the Subscription, Venfin shall dispose of 17 730 595 ordinary shares it owns in EMI (the "Sale Shares") (which Sale Shares constitute 32.31% of all of the issued shares of EMI) to EMH and in exchange therefor, EMH shall allot and issue to Venfin 220 162 315 EMH N Shares ("Consideration Shares") (the "Share Exchange"). The value ascribed to the Sale Shares for purposes of the Share Exchange will be an aggregate value of ZAR 715 527 523.75. The Consideration Shares shall constitute approximately 32.31% of the total issued EMH share capital after their issuance,
collectively the "Proposed Transaction".
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