| Mon 17 Sep 2007, 15:08 | | PMA/PMN/PMAP - Primedia - Imminent Fulfilment Of T |
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PMA PMAP PMN
PMA
PMA/PMN/PMAP - Primedia - Imminent Fulfilment Of The Remaining Conditions
Precedent And Revised Salient Dates And Times 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")
IMMINENT FULFILMENT OF THE REMAINING CONDITIONS PRECEDENT AND REVISED
SALIENT DATES AND TIMES ANNOUNCEMENT
1. Imminent fulfilment of the final conditions precedent
Shareholders are referred to the circular posted on or about
16 July 2007, embodying the schemes of arrangement 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"), in terms of which Newco will
acquire all the ordinary shares, N ordinary shares and non-
redeemable, cumulative, non-participating preference shares
(collectively "Primedia shares") in the issued share capital of
Primedia and to the subsequent announcements published on SENS on
6 August 2007 and 14 August 2007 advising of the sanction of the
schemes and regarding the undermentioned outstanding conditions
precedent.
Shareholders are advised that Newco has obtained the requisite
approvals from the Competition Authorities and the Independent
Communications Authority of South Africa.
In addition, shareholders are reminded that the schemes are still
subject to receipt of the required approval from the South African
Exchange Control Authorities, which approval, Newco believes, is
imminent.
The Order of Court sanctioning each scheme will be registered by the
Companies and Intellectual Property Registration Office of South Africa
after fulfilment of the abovementioned outstanding condition precedent.
2. Final ordinary scheme consideration
Based on the "revised salient dates and times" set out hereunder, the
amount of the final consideration payable to Primedia ordinary
shareholders on Friday 28 September 2007 is R26.94, being the ordinary
scheme consideration of R26.67 per Primedia ordinary share, increased
with reference to notional interest at the prime rate plus 2 percentage
points from and including 4 September 2007 to but excluding the
implementation date, being Friday 28 September 2007.
3. Final N ordinary scheme consideration
Based on the "revised salient dates and times" set out hereunder, the
amount of the final consideration payable to Primedia N ordinary
shareholders on Friday 28 September 2007 is R25.88, being the N
ordinary scheme consideration of R25.62 per Primedia ordinary share,
increased with reference to notional interest at the prime rate plus 2
percentage points from and including 4 September 2007 to but excluding
the implementation date, being Friday 28 September 2007.
4. Final preference scheme consideration
Based on the "revised salient dates and times" set out hereunder, the
amount of the final consideration payable to Primedia preference
shareholders on Friday 28 September 2007 is R109.73, being the
accumulated and unpaid dividends thereon as at (but excluding) the
implementation date, being Friday 28 September 2007, plus R105.00 per
Primedia preference share.
5. Revised salient dates and times
In order to minimise further increases in transaction costs, Newco has
approached the JSE to approve a shortened implementation timetable in
relation to the schemes. Based on Newco`s belief that the approval by
the South African Exchange Control Authorities is imminent, the revised
salient dates and times in respect of the schemes are set out below.
The revised dates and times relate to each of the ordinary scheme, N
ordinary scheme and preference scheme and must be read in the context
of the scheme(s) applicable to you.
2007
Last day to trade in Primedia shares in Wednesday 19 September
order to be recorded on the register on
the record date for the schemes on
Expected date for suspension of the Thursday 20 September
listing of the Primedia shares on the
JSE, from commencement of trade on the
JSE on
Record date to participate in the Thursday 27 September
schemes, by 17h00 on the JSE on
Last date and time for forms of Thursday 27 September
surrender 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
Implementation date of the schemes at Friday 28 September
the commencement of business on
Date from which the scheme Friday 28 September
considerations will be made available or
posted to 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
Date from which the scheme Friday 28 September
considerations will be credited/updated
to 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 Monday 1 October
shares on the JSE
Notes:
1. No dematerialisation or re-materialisation of Primedia share
certificates will take place between Thursday 20 September 2007
and Thursday 27 September 2007, both days inclusive.
2. All references to times in this document relate to South African
local times unless otherwise stated.
6. Further announcement
Shareholders will be notified through SENS and in the South
African press once the remaining conditions precedent to the
schemes have been fulfilled. Confirmation of, or any changes to
the abovementioned dates, will be set out therein.
Sandton
17 September 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: 17/09/2007 15:08:02 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
