| Wed 18 Jul 2012, 16:42 | | MVELAPHANDA GROUP LIMITED - POSTING OF CIRCULAR TO MVELA GROUP ORDINARY SHAREHOLDERS |
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MVG
POSTING OF CIRCULAR TO MVELA GROUP ORDINARY SHAREHOLDERS
Mvelaphanda Group Limited
Incorporated in the Republic of South Africa
Registration number: 1995/004153/06
Ordinary share code: MVG
ISIN code: ZAE000060737
(?Mvela Group? or ?the Company?)
POSTING OF CIRCULAR TO MVELA GROUP ORDINARY SHAREHOLDERS
1. Introduction
Mvela Group ordinary shareholders are referred to the announcement released on the Securities
Exchange New Service of the JSE Limited ("SENS") on Tuesday, 12 June 2012 and published in
the press on Wednesday, 13 June 2012, and the further announcement released on SENS on
Wednesday, 11 July 2012, relating to a firm intention by Mvela Group to make an offer, through
its wholly owned subsidiary Times Media Group Limited (formerly Richtrau No. 229 Proprietary
Limited) (?TMG?), to acquire the entire issued and to be issued ordinary share capital of Avusa
Limited ("Avusa") that it does not already beneficially own by way of a scheme of arrangement in
term of section 114 of the Companies Act of 2008 as amended (?the Companies Act?) between
Avusa and its shareholders ("the Scheme").
2. Posting of the Circular
A circular has been posted today, Wednesday, 18 July 2012, to Mvela Group ordinary
shareholders (?the Circular?) that contains relevant details relating to:
the proposed acquisition by TMG of the entire issued and to be issued ordinary share
capital of Avusa that it does not already beneficially own through the Scheme (?the
Acquisition?);
the specific repurchase in terms of section 48 of the Companies Act and section 5.69 of
the JSE Listings Requirements by Mvela Group of 35 765 285 Mvela Group ordinary
shares held by Mvelaphanda Treasury and Financial Services Proprietary Limited,
representing 6.43% of the issued ordinary shares of the Company, for a cash
consideration equal to the 30 day volume weighted average price of the Mvela Group
ordinary shares up to 11 July 2012 (?the Specific Repurchase?); and
the proposed distribution by Mvela Group of all of the shares held by it in TMG,
constituting 100% of the issued ordinary share capital of TMG, to Mvela Group ordinary
shareholders (?the Unbundling?).
The Circular incorporates a notice of general meeting ("Notice") and the form of proxy for the
general meeting and is accompanied by a prospectus issued by TMG.
Mvela Group ordinary shareholders are advised that the Circular is also available on Mvela
Group's website: www.mvelagroup.co.za
3. General meeting of Mvela Group ordinary shareholders
The general meeting of Mvela Group ordinary shareholders, convened in terms of the Notice, for
the purposes of voting on, inter alia, the resolutions required to approve the Acquisition and the
Specific Repurchase, will be held at the Melrose Arch Hotel, High Street, Melrose Arch,
Johannesburg at 14:00 on Thursday, 16 August 2012 (?General Meeting?).
4. Salient dates and times relating to the Acquisition, Specific Repurchase and the
Unbundling
The salient dates and times are as follows:
2012
Record date to be sent notice of the General Meeting Friday, 13 July
Circular posted to Mvela Group ordinary shareholders on or about Wednesday, 18 July
Distribution of prospectus on Wednesday, 18 July
Publication of abridged prospectus on SENS on Wednesday, 18 July
Publication of abridged prospectus in the South African press on Thursday, 19 July
Last day to trade to vote at the General Meeting Thursday 2 August
Record date to participate in and vote at the General Meeting Friday, 10 August
Last date for receipt of forms of proxy for the General Meeting by Wednesday, 15 August
14:00 on
General Meeting to be held at the Melrose Arch Hotel, High Street, Thursday, 16 August
Melrose Arch, Johannesburg at 14:00 on
Results of the General Meeting released on SENS on Thursday, 16 August
Results of the General Meeting published in the South African Friday, 17 August
press on
Specific Repurchase effected on Tuesday, 21 August
Finalisation announcement, including confirmation of the Friday, 31 August
entitlement ratio, expected to be released on SENS by no later than
Last day to trade in Mvela Group ordinary shares on the JSE to Friday, 7 September
participate in the Unbundling on
Mvela Group ordinary shares trade ?ex? their entitlement to Monday, 10 September
unbundled TMG shares on
Expected date of listing of TMG shares on the JSE at the Monday, 10 September
commencement of trade on or about
Mvela Group ordinary shareholders commence trading their Monday, 10 September
unbundled TMG shares on
Unbundling record date on Friday, 14 September
Expected Scheme operative date on or about Monday, 17 September
Dematerialised Mvela Group ordinary shareholders will have their Monday, 17 September
accounts with their CSDP or broker updated with the unbundled
TMG shares on or about
Share certificates in respect of the unbundled TMG shares will be Monday, 17 September
posted, by registered post, at the risk of the certificated Mvela
Group ordinary shareholders concerned, to certificated Mvela
Group ordinary shareholders on or about
Notes:
1. The above dates and times are subject to change. Any material changes will be released on
SENS and published in the South African press.
2. All times quoted are local times in South Africa.
3. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial
general meeting will remain valid in respect of any adjournment or postponement of the
General Meeting unless the contrary is stated on such forms of proxy.
Melrose Arch
18 July 2012
Merchant bank Legal adviser
Rand Merchant Bank, a division of First Webber Wentzel
Rand Bank Limited
Promoter and arranger Sponsor
Blackstar Group Proprietary Limited PSG Capital
Independent expert Reporting accountants
BDO Corporate Finance PKF (JHB) Inc.
Communications adviser
Brunswick South Africa Limited
Date: 18/07/2012 04:42:00 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
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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,
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