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PMA PMAP PMN
PMA
PMA / PMN / PMAP - Primedia Limited - Results of the Scheme Meetings
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")
RESULTS OF THE SCHEME MEETINGS
1. INTRODUCTION
Further to the announcement published on the Securities Exchange News
Service ("SENS") of the JSE Limited 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").
Investec Bank Limited is authorised to announce that, at the ordinary
scheme meeting, the N ordinary scheme meeting and the preference
scheme meeting (collectively, "the scheme meetings") held on Monday, 6
August 2007:
- the ordinary scheme was approved by 99.0% of the votes exercised
by the scheme members present in person, by proxy or represented
at the ordinary scheme meeting;
- the N ordinary scheme was approved by 85.3% of the votes
exercised by the scheme members present in person, by proxy or
represented at the N ordinary scheme meeting; and
- the preference scheme was approved by 100.0% of the votes
exercised by the scheme members present in person, by proxy or
represented at the preference scheme meeting.
Application will be made to the High Court of South Africa
(Witwatersrand Local Division) ("the court") on 14 August 2007 to
sanction the schemes. The Court is located in the High Court Building,
von Brandis Square, corner Pritchard and von Brandis Streets,
Johannesburg. Any shareholder will be entitled to attend at Court on
that day in person or represented by counsel and may, if that
shareholder so wishes, oppose the sanctioning of any of the schemes.
2. CONDITIONS PRECEDENT
The ordinary scheme conditions as set out in pages 63 to 66 of the
circular to all shareholders posted on or about 16 July 2007 ("the
circular"), are unfulfilled other than conditions 4.1.1, 4.1.5 (in
regard to the regulatory approval by the Independent Communications
Authority of South Africa), 4.1.11 and 4.1.16 which have been
fulfilled, condition 4.1.15 which has been waived and conditions
4.1.17 and 4.1.18 which have been rendered irrelevant due to the
waiver of condition 4.1.15 as aforesaid.
The N ordinary scheme conditions and preference scheme conditions as
set out on pages 78 and 90 respectively of the circular are
unfulfilled other than condition 4.1.1 in each case, which has been
fulfilled.
3. SCHEME CHAIRMAN`S REPORT
In terms of the order of court granted on 10 July 2007, the
chairperson of the scheme meetings is required to report the results
of the scheme meetings to the court at 10:00 on Tuesday, 14 August
2007, or so soon thereafter as counsel may be heard.
Copies of the chairperson`s report on the scheme meetings will be
available on request, free of charge, from Tuesday, 7 August 2007
during normal business hours from the company secretary of Primedia at
its registered office at Primedia Place, 5 Gwen Lane, Sandton, 2196 or
from the offices of legal advisor to Primedia, Edward Nathan
Sonnenbergs, 150 West Street, Sandton, 2196.
4. FURTHER ANNOUNCEMENT/S
A further announcement/s regarding the outcome of the application to
the Court and the final salient dates and times of the schemes will
also be made to all shareholders in due course.
Sandton
6 August 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: 06/08/2007 16:40:01 Produced by the JSE SENS Department.
