| Tue 17 Jul 2007, 11:43 | | PMA / PMN / PMAP - Primedia Limited - Salient Date |
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PMA PMAP PMN
PMA
PMA / PMN / PMAP - Primedia Limited - Salient Dates 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")
SALIENT DATES ANNOUNCEMENT
1. Introduction
Shareholders of Primedia ("shareholders") are referred to the
announcement published on SENS on 5 July 2007 in which
shareholders were advised that a consortium of investors,
acting through Red Pen 2 General Trading (Proprietary)
Limited ("Newco"), had notified the board of directors of
Primedia ("the board") of its firm intention to:
- make an 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 to acquire all the non-redeemable,
cumulative, non-participating preference shares ("preference
shares") in the issued share capital of Primedia,
(collectively, "Primedia shares");
in accordance with and as contemplated by the Securities
Regulation Code on Takeovers and Mergers and the Rules of the
Securities Regulation Panel ("SRP") ("SRP Code"), to be
effected by way of schemes of arrangement in terms of section
311 of the Companies Act, No 61 of 1973, as amended, proposed
by 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").
The schemes will be subject to the suspensive conditions as
detailed in the announcement dated 5 July 2007.
2. Scheme Meetings
Shareholders are advised that the High Court of South Africa
has granted Primedia leave to convene the ordinary scheme
meeting, the N ordinary scheme meeting and the preference
scheme meeting (collectively, "the scheme meetings"), to be
held on Monday, 6 August 2007, at the registered office of
Primedia, Primedia Place, 5 Gwen Lane, Sandton, 2196 as
follows:
- the ordinary scheme meeting will be held at 09h00;
- the N ordinary scheme meeting will be held at 10h00 or
upon the completion of the ordinary scheme meeting whichever
is the later; and
- the preference scheme meeting will be held at 11h00 or
upon the completion of the N ordinary scheme meeting
whichever is the later.
3. Important dates and times
The important dates and times set out below relate to each of
the ordinary scheme, N ordinary scheme and the preference
scheme and must be read in the context of the particular
scheme(s) applicable to you:
2007
Circular to be posted to all shareholders Monday 16 July
on or about
Circular to be available to all Tuesday 17 July
shareholders on Primedia`s website
(www.primedia.co.za) on
Last day to trade in Primedia shares on the Wednesday 25 July
JSE in order to be recorded on the register
to vote at the scheme meetings, by 17h00 on
Record date for voting to determine those Wednesday 1
Primedia shareholders entitled to vote at August
the scheme meetings, by 17h00 on
Last day to lodge form of proxy for the Thursday 2 August
ordinary scheme meeting, by 09h00 on
Last day to lodge form of proxy for the N Thursday 2 August
ordinary scheme meeting, by 10h00 on
Last day to lodge form of proxy for the Thursday 2 August
preference scheme meeting, by 11h00 on
Forms of proxy may also be handed to the Monday 6 August
chairperson of the relevant scheme meeting
up to 10 minutes before they commence on
Ordinary scheme meeting held at 09h00 on Monday 6 August
N ordinary scheme meeting held at 10h00 or Monday 6 August
upon the completion of the ordinary scheme
meeting whichever is the later on
Preference scheme meeting held at 11h00 or Monday 6 August
upon the completion of the N ordinary
scheme meeting whichever is the later on
Results of the scheme meetings released on Monday 6 August
SENS on
Results of the scheme meetings published in Tuesday 7 August
the South African press on
Court hearings to sanction the schemes Tuesday 14 August
presently scheduled to be at 10h00, or as
soon thereafter as counsel may be heard, on
Results of the Court hearings and final Tuesday 14 August
dates published on SENS on
Results of the Court hearings and final Wednesday 15
dates published in the South African press August
on
Orders of Court sanctioning the schemes Thursday 16
registered with CIPRO on or about August
In respect of each of the schemes which are
sanctioned and are unconditional
Last day to trade in Primedia shares in Friday 24 August
order to be recorded on the register on the
record date for the schemes on
Expected date for suspension of the listing Monday 27 August
of the Primedia shares on the JSE, from
commencement of trade on the JSE on
Record date to participate in the schemes, Friday 31 August
by 17h00 on the JSE on
Last date and time for forms of surrender Friday 31 August
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
Indicative implementation date of the Tuesday 4
schemes at the commencement of business on September
Date from which the scheme considerations Tuesday 4
will be made available or posted to September
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
Scheduled date from which the scheme Tuesday 4
considerations will be credited/updated to September
the accounts of the relevant CSDPs or own
name registered dematerialised scheme
participants, as the case may be, of
dematerialised scheme participants on
Strate
Termination of listing of Primedia shares Wednesday 5
on the JSE September
Notes:
1. The above dates and times are indicative only and are subject
to change. Any change to any of the above dates and/or times,
approved if necessary by the JSE, the SRP and/or the Court, will be
advised by notification on SENS and in the press.
2. Shareholders should note that, as Primedia is trading in the
Strate environment, settlement for trade takes place 5 (five)
business days after such trade. Therefore, shareholders who acquire
Primedia shares on the JSE less than 5 (five) business days before
the record date for voting, will not be eligible to vote at the
relevant scheme meeting/s (which record date is presently scheduled
to be Wednesday, 1 August 2007).
3. Dematerialised scheme members (other than own name
dematerialised scheme members) must provide their CSDP or broker
with their instructions for attendance or voting at the scheme
meetings in the manner stipulated in the custody agreement governing
the relationship between such dematerialised scheme members and the
relevant CSDP or broker. These instructions must be provided to the
CSDP or broker by the cut-off time and date as per the provisions of
the said custody agreement between the CSDP or broker for
instructions of this nature.
4. No dematerialisation or re-materialisation of Primedia share
certificates will take place from the last business day to trade in
order to be recorded on the register on the record date for the
schemes (which last business day to trade is presently scheduled to
be Friday, 24 August 2007).
5. All references to times in this document relate to South
African local times unless otherwise stated.
4. Hearing before the Executive Committee of the SRP and Appeal
On 2 July 2007, the Executive Committee of the SRP ruled that
the proposed offers by Newco to acquire all of the ordinary
shares and N ordinary shares respectively, complies with Rule
11.1 of the SRP Code in that the intended offer prices made
for the ordinary shares and N ordinary shares are comparable
as contemplated in Rule 11.1 of the SRP Code. Having regard
for this ruling, Newco has proceeded with its offer for the
ordinary shares and N ordinary shares on the basis of a
differential price. On 11 July 2007, Prudential Portfolio
Managers (South Africa) (Proprietary) Limited lodged an
appeal against the aforesaid ruling. Newco has waived the
ordinary scheme condition contained in paragraph 9.1.15 (
that no appeal to the full panel of the SRP, is made against
the ruling of the Executive Committee of the SRP) of the
announcement dated 5 July 2007. The ordinary scheme
conditions set out in paragraph 9.1.16 (that the full panel
does not rule that Newco must pay a higher price for the N
shares), 9.1.17 and 9.1.18 of the announcement, are still
applicable.
Sandton
17 July 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.
Reporting accountants and auditors of Primedia
Deloitte & Touche
Date: 17/07/2007 11:43:02 Produced by the JSE SENS Department.
