| Tue 14 Aug 2007, 17:15 | | PMA/ PMN / PMAP - Primedia Limited - Results of th |
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PMA PMAP PMN
PMA
PMA/ PMN / PMAP - Primedia Limited - Results of the Court Hearing
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 COURT HEARING
1. Results of the court hearing
Shareholders are advised that the High Court of South Africa (Witwatersrand
Local Division) ("the Court") has today sanctioned the schemes of arrangement
("the schemes") proposed by Red Pen 2 General Trading (Proprietary)
Limited ("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"), subject to fulfillment of the undermentioned
conditions precedent, in terms of which NewCo will acquire all the ordinary
shares, N ordinary shares and non-redeemable, cumulative, non-participating
preference shares in the issued share capital of Primedia.
2. Registration of the Orders of Court with CIPRO
Shareholders are hereby notified that the time limit for registration of the
Orders of Court sanctioning the schemes with the Companies and Intellectual
Property Registration Office of South Africa (contained in scheme condition
4.1.3 on pages 63, 78 and 90 of the scheme circular posted to shareholders on
or about 16 July 2007 ("the circular")) has been extended by written agreement
between Primedia and Newco to 30 calendar days from the date of sanction.
The Order of Court in respect of each scheme will be registered after the
timeous fulfillment of the undermentioned outstanding conditions precedent.
3. Outstanding conditions precedent
In addition to the registration of the Orders of Court as aforesaid,
shareholders are reminded that the schemes are subject only to receipt of the
required approvals from the South African Exchange Control authorities, the
Competition Authorities and the Independent Communications Authority of South
Africa in the time period or extended time period contemplated in the circular.
4. Further announcements
Due to the regulatory approvals referred to in paragraph 3 above being
outstanding, shareholders are advised that the indicative salient dates and
times contained in the circular may no longer be accurate. The salient dates
and times will be revised and communicated to shareholders through SENS and in
the South African press in due course.
Sandton
14 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.
Date: 14/08/2007 17:15:01 Produced by the JSE SENS Department.
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