| Thu 5 Jul 2007, 8:54 | | PMA / PMN / PMAP - Primedia - Announcement Of A Fi |
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PMA PMAP PMN
PMA
PMA / PMN / PMAP - Primedia - Announcement Of A Firm Intention To Make
An Offer
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")
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER FOR THE ENTIRE ISSUED
ORDINARY AND N ORDINARY SHARE CAPITAL OF PRIMEDIA AND FIRM INTENTION TO
MAKE AN OFFER FOR THE ENTIRE ISSUED NON-REDEEMABLE, CUMULATIVE, NON-
PARTICIPATING PREFERENCE SHARE CAPITAL OF PRIMEDIA
1. Introduction
Shareholders are referred to various cautionary announcements
published by Primedia, the most recent of which was dated 4 June
2007. Red Pen 2 General Trading (Proprietary) Limited ("Newco") is a
company established at the instance of a consortium of investors,
comprising Mineworkers Investment Company (Proprietary) Limited
("MIC"), the Isaac Kirsh Family Trust No 2, the William Kirsh Family
Trust, Daniel Kirsh or his family entity and the Peter Maw Family
Trust (collectively, "Kirsh consortium") and key members of
management of Primedia and its subsidiaries ("Primedia Group")
(collectively, "the consortium"). The consortium includes
approximately 55 members of management of the Primedia Group.
Newco has notified the board of directors of Primedia ("the board")
of its firm intention to:
- make an offer ("the ordinary 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 ("the preference offer") to acquire all the
non-redeemable, cumulative, non-participating preference shares
("preference shares") in the issued share capital of Primedia,
(collectively "the offers")
in accordance with and as contemplated by the Securities Regulation
Code on Takeovers and Mergers and the Rules of the Securities
Regulation Panel ("SRP") (together "SRP Code").
To implement the ordinary offer, Newco intends to propose two inter-
conditional schemes of arrangement in terms of section 311 of the
Companies Act, No 61 of 1973, as amended ("Act"), one between
Primedia and its ordinary shareholders ("ordinary scheme"), and the
other between Primedia and its N ordinary shareholders ("N ordinary
scheme") (collectively "ordinary schemes"). The ordinary schemes
will relate to all ordinary and N ordinary shares other than those
ordinary shares and/or N ordinary shares which MIC intends to dispose
of to Newco ("excluded ordinary and N ordinary shares") in terms of a
share-for-share transaction.
The ordinary schemes will be subject to the suspensive conditions
("ordinary scheme conditions") set out in paragraphs 9 and 10 below
being fulfilled or waived (where applicable) by the dates stipulated,
but will not be conditional upon the successful implementation of the
preference offer.
To implement the preference offer, Newco intends to propose a scheme
of arrangement in terms of section 311 of the Act between Primedia
and the holders of the preference shares to acquire all of the
preference shares ("preference scheme"). The preference scheme shall
be subject to the fulfillment of the suspensive conditions set out in
paragraph 11 below. ("preference scheme conditions").
Upon implementation of the ordinary schemes, and if applicable the
preference scheme (collectively "the schemes"), an application will
be made to the JSE Limited ("JSE") to terminate the listing of the
entire issued ordinary shares, N ordinary shares and the preference
shares of Primedia on the JSE.
The key features of the offers are:
- they are made at a full and fair price which is considered to be
attractive to Primedia shareholders;
- they are fully funded;
- they facilitate material equity participation by Primedia
management and staff; and
- they result in a media group with a significantly increased black
shareholding.
2. Purchase price consideration in terms of the ordinary offer
2.1. The ordinary offer will, if the ordinary schemes become
unconditional, result in the payment, by or on behalf of Newco, of a
cash purchase price of -
- R26.67 per ordinary share ("ordinary scheme consideration");
and
- R25.62 per N ordinary share ("N scheme consideration"),
(collectively the "ordinary scheme considerations").
If the actual payment date is on or after 4 September 2007, an
additional amount will be added to the ordinary scheme
considerations (giving rise to increased purchase prices)
determined by applying to the said ordinary scheme considerations,
notional interest at the publicly quoted basic prime overdraft rate
of interest per annum of First Rand Bank Limited from time to time
plus 200 basis points, from and including 4 September 2007 to but
excluding the actual payment date.
The amounts of R26.67 per ordinary share and R25.62 per N ordinary
share, represent the following premia:
Premium (%) Premium (%)
ordinary N ordinary
shares shares
Closing price on 14 December 2006 40.4% 41.5%
(being the date prior to the first
cautionary announcement)
30 Day volume weighted average 44.4% 36.9%
price ("VWAP") to 14 December 2006
30 Day VWAP to 2 July 2007 6.8% 9.0%
(being the last practicable date
prior to this announcement)
2.2. If Primedia declares any dividend/s, distribution/s or similar
payment/s on the ordinary shares and/or the N ordinary shares prior to
the actual payment date ("interim period"), then the amount/s referred
to in paragraph 2.1. will be appropriately reduced by an amount equal
to the amount of such dividend, distribution or payment, as the case
may be, plus Secondary Tax on Companies, if any, payable in respect
thereof.
3. Purchase price consideration in terms of the preference offer
The preference offer will, if the preference scheme becomes
unconditional, result in the payment by or on behalf of Newco, of a
cash consideration per preference share equal to the accumulated and
unpaid dividends thereon as at (but excluding) the actual payment date,
plus R105.00 per preference share ("preference scheme consideration").
If Primedia declares and/or pays any dividends which may become due and
payable under the existing terms of the preference shares, no
adjustment to the ordinary scheme considerations or the preference
scheme consideration shall be made as a result of such amounts being
declared and/or paid.
4. Hearing before the Executive Committee of the SRP
On 2 July 2007, the Executive Committee of the SRP ruled that the
proposed offers by Newco to acquire the ordinary shares and N ordinary
shares respectively, comply with rule 11.1 of the rules of the SRP in
that the intended offer prices made for the ordinary shares and
N ordinary shares are comparable as contemplated in rule 11.1. Having
regard to this ruling, Newco has proceeded with its offer for the
ordinary shares and N ordinary shares on the basis of a differential
price.
5. The Primedia Trust
5.1. In respect of the Primedia Trust, holders of options will be
entitled to exercise all options granted to them under the Primedia
Trust and to implement any sale resulting from any offer made or option
granted to him/her by the Primedia Trust.
Each beneficiary under the Primedia Trust shall be obliged and
entitled to dispose of all ordinary shares and N ordinary
shares owned by him/her on the terms and conditions of the
ordinary schemes and to the extent necessary shall irrevocably
authorise the trustees of the Primedia Trust to sign any share
transfer declaration or other document which may require
signature in order to implement any such disposal.
5.2. If the Primedia Trust does not have sufficient ordinary shares
and/or N ordinary shares to deliver the requisite number of shares to
any applicable beneficiaries, in order to implement any sale resulting
from any offer made or option granted to him/her by the Primedia Trust,
then:
5.2.1. Newco (or its nominee) shall acquire from those beneficiaries
their rights to the ordinary shares and/or N ordinary shares in
question, at the difference between the amount payable per N ordinary
share under the N ordinary scheme or ordinary share under the ordinary
scheme as the case may be, less any amounts payable by those
beneficiaries to the Primedia Trust in respect of the exercise of the
option or the implementation of the sale in question and, if
applicable, less any taxes which the Primedia Group is obliged to
withhold in the circumstances; or
5.2.2. the Primedia Trust shall pay to those beneficiaries the net
amount referred to in paragraph 5.2.1 in cancellation of those rights,
as Newco and the trustees of the Primedia Trust may agree in
respect of each such beneficiary.
6. Irrevocable undertakings and voting
Primedia`s two largest institutional shareholders, Old Mutual
Investment Group (South Africa) (Proprietary) Limited ("OMIGSA") and
Coronation Asset Management (Proprietary) Limited ("Coronation") have
undertaken to the consortium to vote in favour of the ordinary offer or
to advise their clients to vote in favour of the ordinary offer at the
scheme meetings, which will be convened pursuant to the ordinary offer.
The OMIGSA undertaking and Coronation undertaking shall cease to be of
any force and effect should a bona fide offer be made to OMIGSA or
Coronation respectively by a third party prior to the Scheme meeting
which is:
- more than 80 cents higher than the price per the ordinary scheme
consideration and N scheme consideration in terms of the OMIGSA
undertaking; or
- higher than the ordinary scheme consideration and/or the N scheme
consideration in terms of the Coronation undertaking,
("the Competing Offer")
and Newco does not match or better such Competing Offer within a 10
business day period or the period from the date of receipt of the
Competing Offer by the Company to the day immediately preceding the day
of the Scheme meeting.
The total undertakings to vote in favour of the schemes are as follows:
- 17 904 630 ordinary shares as at 30 March 2007 representing 68.1%
of the total ordinary shares excluding those held by the consortium;
and
- 53 854 303 N shares as at 30 March 2007 representing 36.4% of the
total N shares excluding those held by the consortium.
Newco does not own or control, and does not hold any options to
purchase, any ordinary shares, N ordinary shares or preference shares.
As at the date of this announcement:
- the Kirsh consortium owns 14 172 792 ordinary shares in the
aggregate and 9 963 561 N ordinary shares in the aggregate;
- MIC owns 11 634 448 ordinary shares in the aggregate and
32 580 020 N ordinary shares in the aggregate; and
- the members of management of the Primedia Group who are members of
the consortium, directly and/or indirectly, beneficially own 770
ordinary shares in the aggregate and 36 504 N ordinary shares in the
aggregate and have options, under the Primedia Trust, to acquire
10 369 942 N ordinary shares in the aggregate.
- These shareholders have elected not to vote in respect of the
ordinary schemes.
7. The schemes and reorganisation
In order that Newco may pay the ordinary scheme considerations and
preference scheme consideration in full and thereby acquire all of the
existing issued ordinary shares and N ordinary shares and preference
shares (save for the excluded ordinary and N ordinary shares), Newco
has procured finance in the form of a temporary senior bridging loan
facility. Upon implementation of the ordinary schemes and, if
applicable, the preference share scheme, Newco will draw down on the
aforementioned bridging loan and pay the proceeds thereof to the scheme
participants of the ordinary schemes and, if applicable, the preference
share scheme, in full discharge of the ordinary scheme considerations
and, if applicable, the preference share scheme consideration.
Pursuant to and following the implementation of the schemes, the
Primedia Group will be reorganised by Newco, which reorganisation will,
inter alia, involve the sale and transfer of certain businesses, shares
and other assets of the Primedia Group to Newco ("reorganisation").
The schemes and the reorganisation may not be notifiable to the
Competition Authorities, but the consortium has determined that it will
in any event notify the Competition Authorities of these transactions
and seek their approval to the extent required. The members of the
consortium and Newco are not existing investors in media assets in
South Africa, other than through their existing investments in the
Primedia Group, and therefore such approval is expected to be
forthcoming.
The proposed acquisitions of businesses and associated transfers of
licences pursuant to the reorganisation, will require the requisite
approval of the Independent Communications Authority of South Africa
("ICASA"). As there is no change of control in respect of the licences
and black economic empowerment will be enhanced if the transaction is
implemented, the consortium believes that ICASA will look favourably
upon these transfers. The consortium is considering any additional
approvals which may be required from ICASA.
8. Cash confirmation
In terms of Rule 2.3.2 (b) and Rule 21.7 of the SRP Code, a cash
confirmation in respect of the ordinary schemes and the preference
scheme, has been provided by Rand Merchant Bank, a division of
FirstRand Bank Limited ("RMB") to the SRP. The aforesaid cash
confirmation will, unless agreed otherwise between Newco and RMB,
expire to the extent that payment of the ordinary scheme
considerations have not been made by 30 November 2007 ("long stop
date"). This may be extended by written agreement between Newco and
RMB.
9. Suspensive conditions to the ordinary scheme
9.1. The ordinary scheme will be subject to the fulfilment, or where
applicable waiver, of the following suspensive conditions:
9.1.1. the ordinary scheme having been approved by a majority
representing not less than three-fourths of the votes exercisable by
the ordinary scheme members present and voting, either in person or by
proxy, at the ordinary scheme meeting on or before 31 August 2007, or
such other date on or prior to the long stop date as Newco may from
time to time notify Primedia in writing, or such later date as may be
agreed in writing between Newco and Primedia;
9.1.2. the relevant Court having sanctioned the ordinary scheme on
or before 31 August 2007, or such other date on or prior to the long
stop date as Newco may from time to time notify Primedia in writing, or
such later date as may be agreed to in writing between Newco and
Primedia;
9.1.3. a certified copy of the order of Court sanctioning the
ordinary scheme having been registered with CIPRO in terms of the Act
on or before the date 7 business days from the date on which the
relevant Court sanctions the ordinary scheme;
9.1.4. the South African exchange control authorities approving:
9.1.4.1. the funding required to implement the offers and the
reorganisation; and
9.1.4.2. the circular and payment of the ordinary scheme
considerations and preference scheme consideration by Primedia and/or
Newco,
both on or before 31 August 2007, or such later date on or prior
to the long stop date as Newco may notify Primedia in writing, or
such later date as may be agreed in writing between Newco and
Primedia;
9.1.5. receipt of regulatory approvals, to the extent required, in
relation to the implementation of the ordinary schemes, the
implementation of the preference share scheme, the reorganisation and
both the debt and equity funding thereof from the following regulators
(in each case either unconditionally or subject to conditions
reasonably acceptable to the persons which shall be obligated to comply
with such conditions and, for which purposes, a condition imposed on
any company forming part of the Primedia Group will be deemed to have
been imposed on both Newco and Primedia):
9.1.5.1. the JSE;
9.1.5.2. the SRP;
9.1.5.3. the Competition Authorities; and
9.1.5.4. ICASA,
on or before 31 August 2007, or such later date on or prior to
the long stop date as Newco may notify Primedia in writing, or
such later date as may be agreed in writing between Newco and
Primedia;
9.1.6. receipt of the following third party waivers and consents, on
terms reasonably acceptable to Newco in relation to the ordinary
schemes and the reorganisation -
9.1.6.1. waiver of any pre-emptive rights, options, deemed offers or
similar rights held by any third parties in respect of any of the
shares in any subsidiaries of Primedia;
9.1.6.2. any consent required under any material contract with a third
party to the change in control of any company forming part of the
Primedia Group;
9.1.6.3. any consent required for the transfer of any shares, material
assets or material business or to the cession and assignment of any
material contract transferred in pursuance of the reorganisation;
9.1.6.4. any approval required in terms of any shareholders agreement
in relation to any subsidiary of Primedia; and
9.1.6.5. such consents of any third party institutional financier to,
or holder of preference shares issued by any member of the Primedia
Group, as may be necessary,
on or before 31 August 2007, or such later date on or prior to
the long stop date as Newco may notify Primedia in writing, or
such later date as may be agreed in writing between Newco and
Primedia;
9.1.7. on or before the last business day prior to the Court hearing
to sanction the ordinary schemes and the preference scheme ("scheme
sanction date") there have not occurred any:
9.1.7.1. revocation, or amendment of the terms and/or conditions, of
any sound broadcasting licences issued in respect of the operations of
the Primedia Group, save to the extent that same are required to
implement the reorganisation;
9.1.7.2. change in the South African telecommunications legislation or
licensing dispensation; or
9.1.7.3. other act or event,
which will have, or is reasonably likely to have, during the
12 (twelve) month period beginning on the day prior to the
scheme sanction date (individually or in aggregate), any of
the following effects on the Primedia Group -
9.1.7.3.1. a reduction in the consolidated earnings before
interest, tax and depreciation ("EBITDA") of the Primedia Group, of 10%
or more of the consolidated EBITDA of the Primedia Group for the
financial year ending 30 June 2006; or
9.1.7.3.2. a loss or liability to the Primedia Group exceeding of
10% or more of the market capitalisation of Primedia as implied by the
ordinary offers (for the avoidance of doubt, such loss or liability
does not include a fall in the price of the ordinary shares and/or N
ordinary shares),
save for any "other act or event" referred to in
paragraph 9.1.7.3 which was disclosed by the Primedia
Group to Newco as part of the due diligence exercise
conducted by Newco in anticipation of making the offers;
9.1.8. on the last business day prior to the scheme sanction date
the Itraxx EUR cross-over index Series 6, or any equivalent or
replacement thereof, shall not exceed a level of 375 basis points. The
Itraxx EUR cross-over index Series 6 tracks the trading of the most
liquid non-financial names with at least EUR100 million of publicly
traded debt and rating below BBB-/Baa3 by Standard and Poors and
Moody`s Investor Services;
9.1.9. on the last business day prior to the scheme sanction date
there has not occurred and continue to occur any suspension or
limitation of trading in securities generally (for reasons other than
information technology or administrative disruptions) on the New York
Stock Exchange, the London Stock Exchange or the JSE, or minimum prices
for issued securities listed on such exchanges shall not have been
generally established on any such exchanges, for a period exceeding 2
days and be continuing, the effect of which suspension or limitation or
minimum prices (individually or in aggregate) has, or is reasonably
likely to have, a material adverse effect on the implementation of the
proposed acquisition, the reorganisation and/or the funding thereof;
9.1.10. prior to the scheme sanction date:
9.1.10.1. there has not been declared any general banking moratorium by
any of the United Kingdom, the Republic of South Africa, the United
States Federal or New York State authorities;
9.1.10.2. a state of national emergency has not been declared by the
United Kingdom, the Republic of South Africa, or the United States; or
9.1.10.3. there has not been a declaration of war by the Republic of
South Africa, or a declaration of war against the Republic of South
Africa,
the effect of which (individually or in aggregate) has, or is
reasonably likely to have, a material adverse effect on the
implementation of the proposed acquisition, the
reorganisation and/or the funding thereof; and
9.1.11. as at the date of this announcement, the Primedia Trust owns
468,672 ordinary shares and 7,612,969 N ordinary shares;
9.1.12. during the interim period, Primedia has not, except in
pursuance of a contract entered into earlier and disclosed to Newco,
undertaken any of the actions referred to in rule 19 of the SRP Code,
without the prior written consent of holders of the ordinary shares and
N ordinary shares and of Newco;
9.1.13. during the interim period:
9.1.13.1. no company forming part of the Primedia Group will (i) take
any steps to initiate a buy-back of any of its shares from any of its
shareholders; or (ii) buy back any of its shares from any of its
shareholders;
9.1.13.2. the businesses of the Primedia Group will continue to be
conducted in the ordinary course and no investment or capital
expenditure in excess of R10 000 000.00 (ten million Rand) will be made
or committed by any company forming part of the Primedia Group, save
with the consent of Newco;
9.1.14. at all times during the interim period:
9.1.14.1. the issued share capital of Primedia will comprise -
9.1.14.1.1. 52 086 276 ordinary shares of R0.02 each;
9.1.14.1.2. 190 503 954 N ordinary shares of R0.0002 each; and
9.1.14.1.3. 1 500 000 preference shares of R0.0002 each;
9.1.14.1.4. no person will have any option or other right against
the company, to be issued with any ordinary shares, N ordinary shares
and/or preference shares;
9.1.14.1.5. the options granted and offers made by the Primedia
Trust, shall be in respect of no ordinary shares and 15 602 532
N ordinary shares, in the aggregate and the Primedia Trust shall not
dispose of any ordinary shares or any N ordinary shares, other than in
terms of the rules of the Primedia Trust and in the ordinary course or
as contemplated in paragraph 5 of this announcement;
9.1.15. no appeal to the full panel of the SRP, is made against the
ruling of the Executive Committee of the SRP referred to in paragraph 4
and this condition is not waived as provided for in paragraph 9.2;
9.1.16. if the appeal contemplated in paragraph 9.1.15 is made, it
does not result in the full panel ruling that Newco must offer a higher
price for the N shares than that set out in paragraph 4 and this
condition is not waived as provided for in paragraph 9.2;
9.1.17. if the condition in paragraph 9.1.16 is fulfilled, the
decision of the full panel of the SRP is not taken on review to any
court of competent jurisdiction, and this condition is not waived as
provided for in paragraph 9.2;
9.1.18. if the condition in paragraph 9.1.17 fails but is waived, the
review contemplated therein does not result in the decision of the full
panel being set aside by the court of first instance or any court of
appeal therefrom, and this condition is not waived as provided for in
paragraph 9.2;
9.1.19. the N ordinary scheme becoming unconditional in accordance
with its terms (save for the condition that the ordinary scheme becomes
unconditional).
9.2. The ordinary scheme conditions in paragraphs 9.1.4 through 9.1.18
(both inclusive) may be waived in whole or in part in writing by Newco,
provided that any condition referred to in paragraphs 9.1.4 and 9.1.5
shall not be capable of waiver by Newco to the extent that the
regulatory approval referred to therein is required to be obtained by
Primedia. Any condition in paragraph 9.1.15 to 9.1.18 may be waived
within seven days of the date upon which the event in question occurs.
The ordinary scheme conditions in paragraphs 9.1.1 to 9.1.3
(both inclusive) and 9.1.19 may not be waived.
9.3. The scheme meeting in respect of the ordinary scheme may not be
postponed or adjourned by or at the instance of Primedia, without the
prior written consent of Newco.
10. Suspensive conditions to the N ordinary scheme
10.1. The N ordinary scheme will be subject to the fulfilment of
the following suspensive conditions:
10.1.1. the N ordinary scheme having been approved by a majority
representing not less than three-fourths of the votes exercisable by
the N ordinary scheme members present and voting, either in person or
by proxy, at the N ordinary scheme meeting on or before 31 August 2007,
or such other date on or prior to the long stop date as Newco may from
time to time notify Primedia in writing, or such later date as may be
agreed in writing between Newco and Primedia;
10.1.2. the relevant Court having sanctioned the N ordinary scheme on
or before 31 August 2007, or such other date on or prior to the long
stop date as Newco may from time to time notify Primedia in writing, or
such later date as may be agreed to in writing between Newco and
Primedia;
10.1.3. a certified copy of the order of Court sanctioning the N
ordinary scheme having been registered with CIPRO in terms of the Act
on or before the date 7 business days from the date on which the
relevant Court sanctions the scheme; and
10.1.4. the ordinary scheme becoming unconditional in accordance with
its terms (save for the condition thereto that the N ordinary scheme
becomes unconditional).
10.2. None of the N ordinary scheme conditions may be waived.
10.3. The scheme meeting in respect of the N ordinary scheme may
not be postponed or adjourned by or at the instance of Primedia,
without the prior written consent of Newco.
11. Suspensive conditions to the preference scheme
11.1. The preference scheme will be subject to the fulfilment of
the following suspensive conditions:
11.1.1. the preference scheme having been approved by a majority
representing not less than three-fourths of the votes exercisable by
the preference scheme members present and voting, either in person or
by proxy, at the scheme meeting on or before 31 August 2007, or such
other date on or prior to the long stop date as Newco may from time to
time notify Primedia in writing, or such later date as may be agreed in
writing between Newco and Primedia;
11.1.2. the relevant Court having sanctioned the preference scheme on
or before 31 August 2007, or such other date on or prior to the long
stop date as Newco may from time to time notify Primedia in writing, or
such later date as may be agreed to in writing between Newco and
Primedia;
11.1.3. a certified copy of the order of Court sanctioning the
preference scheme having been registered with CIPRO in terms of the Act
on or before the date 7 business days from the date on which the
relevant Court sanctions the preference scheme;
11.1.4. to the extent required, the South African exchange control
authorities approving the payment of the preference scheme
consideration;
11.1.5. receipt of regulatory approvals, to the extent required in
law, in relation to the implementation of the preference scheme, from
the following regulators (in each case either unconditionally or
subject to conditions reasonably acceptable to the persons on whom such
conditions are imposed and, for which purposes, a condition imposed on
any company forming part of the Primedia Group will be deemed to have
been imposed on both Newco and Primedia):
11.1.5.1. the JSE;
11.1.5.2. the SRP;
11.1.5.3. ICASA,
on or before 31 August 2007, or such later date on or prior
to the long stop date as Newco may notify Primedia in
writing, or such later date as may be agreed in writing
between Newco and Primedia;
11.1.6. the ordinary scheme and the N ordinary scheme becoming
unconditional in accordance with their respective terms.
11.2. None of the preference scheme conditions may be waived.
11.3. The scheme meeting in respect of the preference scheme may
not be postponed or adjourned by or at the instance of Primedia without
the prior written consent of Newco.
12. Opinions and recommendation
An independent committee of the board ("Committee") has been
formed to consider the offers and to ensure appropriate governance
throughout this process. Investec Bank Limited ("Investec") has
been appointed as independent advisor to the Committee and the
board. Investec has considered the terms and conditions of the
schemes and is of the opionion that, at the date of issue of its
opinion, the schemes are fair and reasonable and has advised the
Committee and board accordingly.
Given the circumstances and market conditions prevailing at the
date of this announcement:
the Committee and the board:
- have considered the terms and conditions of the ordinary
offer and the opinion of Investec and at the time of this
announcement they are of the opinion that those terms and
conditions are fair and reasonable to existing Primedia ordinary
shareholders and N ordinary shareholders;
- have considered the terms and conditions of the preference
offer and at the time of this announcement they are of the opinion
that those terms and conditions are fair and reasonable to
existing Primedia preference shareholders;
- intend to support the ordinary schemes and preference share
scheme;
- intend to recommend that holders of ordinary shares, N
ordinary shares and preference shares vote in favour of the
ordinary share scheme, the N ordinary share scheme and the
preference share scheme respectively; and
the Committee and the board (excluding those members who form part
of the consortium) who have issued the statement in this paragraph
12 and hold ordinary shares and/or N ordinary shares and/or
preference shares intend to vote in favour of the ordinary scheme,
the N ordinary scheme and the preference share scheme respectively
at the relevant scheme meeting in respect of their own holdings of
such shares.
13. Circular
A circular containing full details of the ordinary and preference
offers (including all the terms and conditions of the Schemes)
will be posted to shareholders in due course, following the
convening of the Schemes meeting by the Court.
14. Withdrawal of cautionary announcement
Primedia shareholders are advised that the cautionary
announcements referred to in paragraph 1 above are hereby
withdrawn.
Sandton
4 July 2007
Transaction arranger and debt advisor
Capitau Advisory Limited
Merchant bank to the Consortium and transaction sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
Underwriter and bookrunner
Citigroup Global Markets Limited
Legal advisor to the Consortium
MJ King Inc.
M & A Tax, Corporate Law and Competition advisors to the Consortium
KPMG Services (Proprietary) Limited
Investment Bank, independent expert and sponsor to Primedia
Investec Bank Limited
Legal advisor to Primedia
Edward Nathan Sonnenberg
Reporting accountants and auditors of Primedia
Deloitte
Date: 05/07/2007 08:54:07 Produced by the JSE SENS Department.
