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NAI NAN
NAI
NAI / NAN - NAIL / Primedia / Capricorn - Results of Offer Announcement
New Africa Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)
Share code: NAI and NAN
ISIN: ZAE000033338 and ZAE000033346
("NAIL")
Primedia (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2005/044403/07)
("Primedia")
Capricorn Capital Partners Investments (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/030529/07)
("Capricorn")
RESULTS OF OFFER ANNOUNCEMENT
1. INTRODUCTION
NAIL shareholders are referred to the announcements released on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on 23
February 2009 and 3 April 2009 relating to the offer ("Offer") by Primedia
and Capricorn (collectively the "Offerors") to all of the remaining NAIL
shareholders ("Offeree Shareholders").
The salient terms of the Offer were set out in the SENS announcement on 23
February 2009. The salient dates and times of the Offer were set out in the
SENS announcement on 3 April 2009.
2. RESULTS OF THE OFFER
Prior to the Offer the Offeree Shareholders held 403 288 NAIL ordinary
shares and 824 538 NAIL "N" shares.
At 12:00 on Friday, 24 April 2009, the closing date of the Offer, the
Offerors have received acceptances from Offeree Shareholders in respect of
665 170 NAIL shares, comprising
- 279 576 NAIL ordinary shares (representing 6.71% of the total NAIL
ordinary shares in issue and 69.32% of the NAIL ordinary shares held
by all Offeree Shareholders); and
- 385 594 NAIL "N" shares (representing 0.31% of the NAIL "N" shares in
issue and 46.76% of the NAIL "N" shares held by all Offeree
Shareholders).
Following the acquisition of the NAIL shares in respect of which
acceptances have been received from the Offeree Shareholders, the Offerors
now hold the following interests in NAIL:
NAIL "N" shares NAIL ordinary shares
Number of shares Percentage Number of Percentage
holding shares holding
Capricorn 31 992 801 26.10% 2 080 519 49.91%
Primedia 90 159 978 73.54% 1 964 184 47.12%
Total 122 152 779 99.64% 4 044 703 97.03%
3. DIRECTORS DEALINGS
In compliance with section 3.63 to 3.65 of the listings requirements of the
JSE the following dealings in NAIL shares by a director of NAIL arose as a
result of the Offer:
Name of director: G Chadwick
Date of transaction 2009
Price per share: R0.68 *
Number of shares: 13 386
Total initial value: R9 103
Class of securities: Ordinary shares
Nature of transaction: Purchase
Nature and extent of director`s interest: Indirect Beneficial
Name of director: G Chadwick
Date of transaction 2009
Price per share: R0.68 *
Number of shares: 3 774
Total initial value: R2 567
Class of securities: "N" shares
Nature of transaction: Purchase
Nature and extent of director`s interest: Indirect Beneficial
Name of director: G Snelgar
Date of transaction: 2009
Price per share: R0.68 *
Number of shares: 65 056
Total initial value: R44 238
Class of securities: Ordinary shares
Nature of transaction: Purchase
Nature and extent of director`s interest: Indirect Non-Beneficial
Name of director: G Snelgar
Date of transaction: 2009
Price per share: R0.68 *
Number of shares: 18 343
Total initial value: R12 474
Class of securities: "N" shares
Nature of transaction: Purchase
Nature and extent of director`s interest: Indirect Non-Beneficial
Clearance to deal was received in terms of paragraph 3.66 of the listings
requirements of the JSE. Permission to deal in these shares has been
obtained from the NAIL board of directors.
* Of the 665 170 NAIL shares tendered in terms of the Offer, Offeree
Shareholders holding 663 909 NAIL shares elected the once-off cash
consideration of 68 cents per NAIL share and Offeree Shareholders holding 1
261 NAIL shares elected the agterskot offer consideration, being an initial
cash portion of 26 cents per share plus an attributable portion of a
potential agterskot amount.
Johannesburg
29 April 2009
Transaction advisor
(Investec Bank Limited Logo)
Legal advisor to NAIL, Capricorn and
Primedia
(Edward Nathan Sonnebergs logo)
Sponsor to NAIL
(Investec Bank Limited Logo)
Date: 29/04/2009 14:50:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
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.
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