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Distribution of Circular and Notice of General Meeting
eMedia Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/011249/06)
Ordinary shares (share code: EMH ISIN: ZAE000208898)
N ordinary shares (share code: EMN ISIN: ZAE000209524)
("EMH" or the "Company" or the "Group")
DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1. INTRODUCTION
Shareholders are referred to the announcement released on SENS on Friday, 27 June 2025
wherein shareholders were advised that EMH had entered into a subscription and share
exchange agreement with eMedia Investments Proprietary Limited ("EMI"), Venfin Media
Beleggings Proprietary Limited ("Venfin"), Venfin Proprietary Limited ("Venfin Interco") and
Remgro Limited ("Remgro") ("Agreement"). Capitalised terms used herein bear the same
meanings ascribed thereto in the aforementioned announcement, unless otherwise defined
herein.
In terms of the Agreement, EMH, EMI, Venfin, Venfin Interco and Remgro have agreed to enter
into a series of transactions in terms of which, inter alia:
1.1. 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 amounting to a total of ZAR 59,509,547.50; and
1.2. 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") to EMH
and in exchange therefor, EMH shall allot and issue to Venfin 220,162,315 EMH N
Shares ("Consideration Shares"),
(collectively the "Proposed Transaction").
After the implementation of the Proposed Transaction, the Subscription Shares and the
Consideration Shares shall be distributed in specie by (i) Venfin to Venfin Interco; (ii) thereafter
by Venfin Interco to Remgro and (iii) thereafter by Remgro to its shareholders (the "Venfin
Unbundlings").
In the event that the Venfin Unbundlings are not implemented not earlier than 1 (one) business
day nor later than 20 (twenty) business days after the Exchange Effective Date, EMH has an
irrevocable option to repurchase from any Venfin Party who holds a beneficial interest in EMH
N shares at such time, an aggregate number of no more than 18,310,630 EMH N Shares, at a
repurchase price of ZAR3.25 per Option Share (the "Repurchase").
2. DISTRIBUTION OF CIRCULAR
Shareholders are hereby advised that a circular ("Circular") setting out the full details of the
Proposed Transaction and the Repurchase, and incorporating, inter alia, a notice to convene a
general meeting of Shareholders of the Company ("General Meeting"), has been distributed to
Shareholders today, Friday, 1 August 2025.
The Circular is also available on the Company's website at www.emediaholdings.co.za
3. NOTICE OF GENERAL MEETING
Notice is hereby given that the General Meeting will be held at 10:00 on Friday, 29 August 2025
at the offices of Hosken Consolidated Investments Limited: Suite 801, 76 Regent Road, Sea
Point 8005, for the purpose of considering and if deemed fit, passing with or without
modification, the ordinary and special resolutions set out in the notice of General Meeting.
Shareholders are referred to the "Action required by EMH Shareholders" section of the Circular
for information on the procedure to be followed by Shareholders in order to participate in, and
to exercise their votes at the General Meeting.
4. SALIENT DATES AND TIMES
The salient dates and times in respect of the General Meeting are set out below.
2025
Record date in order to determine which EMH Shareholders are
eligible to receive the Circular and Notice of General Meeting Friday, 18 July
Circular and Notice of General Meeting distributed to EMH
Shareholders and notice convening the General Meeting released Friday, 1 August
on SENS on
Notice convening the General Meeting published in the Press on Monday, 4 August
Last day to trade in order to be eligible to participate in and vote at Tuesday, 19 August
the General Meeting
Record date in order to be eligible to participate in and vote at the Friday, 22 August
General Meeting
Last day to lodge Forms of Proxy and/or Electronic Participation Wednesday, 27 August
Application Forms and/or letters of representation for the General
Meeting with the Transfer Secretaries, for administrative purposes,
by 10:00 on (see Note 3 below)
General Meeting at 10:00 on Friday, 29 August
Results of the General Meeting released on SENS on Friday, 29 August
Notes:
1. All dates and times in this announcement are local dates and times in South Africa and are subject to
change. Any changes will be announced through SENS.
2. A Shareholder may submit a Form of Proxy and/or an Electronic Participation Application Form and/or letter
of representation to the Transfer Secretaries, at any time before the commencement of the General Meeting
before the appointed proxy exercises any of the relevant shareholder rights at the General Meeting.
3. If the General Meeting is adjourned or postponed, Forms of Proxy and Electronic Participation Application
Forms submitted for the initial General Meeting will remain valid in respect of any adjournment or
postponement of the General Meeting.
Johannesburg
1 August 2025
Transaction Sponsor
The Standard Bank of South Africa Limited
Legal advisors to EMH
White and Case Inc.
Date: 01-08-2025 09:00:00
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