PRIMEDIA LIMITED
(REGISTRATION NUMBER 1993/003355/06)
("PRIMEDIA")
ANNOUNCEMENT
The Board of Directors of Primedia ("the Board") makes this announcement in the
following circumstances:
1. It is believed that Active Value Fund Managers Limited ("AVF") has acquired
approximately 34,9 % of the voting interests in Primedia.
2. AVF has directed the following demands to the Board:
* that Messrs Julian Treger, Brian Meyerson (directors of AVF) and Mark Barnes
be appointed to the Board;
* that the existing Chairman resign from the Board;
* that Messrs Treger and Meyerson be appointed as joint Deputy Chairmen;
* that a Chairman acceptable to Messrs Treger and Meyerson be appointed;
* that Primedia establish a Strategic Committee on which the AVF appointed
directors have a majority;
* that the Strategic Committee so constituted be mandated by the Board to
determine and implement PrimediaUs business strategy;
* that if these demands are not met, AVF would immediately procure the
convening of a general meeting of Primedia's unitholders to attempt to
implement these demands.
3. The Board has unanimously resolved not to accede to AVF's demands inter alia
for the following reasons:-
* the existing Chairman continues to have the confidence of the Board;
* the Board has carefully considered and determined a business strategy which
is to be set out in the interim results published today;
* the Board intends to implement its strategy in accordance with a stipulated
timetable;
* the Board is confident that its business strategy and its execution are in
the best interests of Primedia and all its unitholders;
* AVF has not submitted an alternative business strategy notwithstanding
repeated invitations to do so;
* AVF's representatives do not have proven track records in the media industry;
* It would be an abdication to the Board's fiduciary duties to delegate the
determination and implementation of PrimediaUs business strategy to AVF's
representatives who do not appear to share the vision of building a sound media
company in the medium- to long-term;
* No reasons have been advanced by AVF to the Board as to why it would be in
the best interests of Primedia and its shareholders for AVF's representatives
to be appointed to the Board and for its demands to be acceded to;
* Messers Treger and Meyerson have publicly adopted a non-constructive,
antagonistic and hostile attitude towards the Board. It would be detrimental to
the business of Primedia, its subsidiaries and its management and employees to
invite the continuation of the non-constructive hostilities into the boardroom;
* The Board believes that AVF's demands are designed to advance the interests
of AVF alone and are not in the best interests of Primedia and its unitholders.
4. Notwithstanding the above, the Board remains willing to engage
constructively with AVF and any other significant unitholder.
Johannesburg
30 March 2001
Joint advisors to the Board of Primedia
CORPCAPITAL
Corporate Finance
Investec
Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Edward Nathan
& Friedland
EDWARD NATHAN & FRIEDLAND (PTY) LTD
(Registration number 1999/026464/07)
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