| Fri 31 Aug 2012, 10:10 | | MVELAPHANDA GROUP LIMITED - Revised dates and update relating to the scheme of arrangement |
|
MVG 201208310023A
Revised dates and update relating to the scheme of arrangement
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)
REVISED DATES AND UPDATE RELATING TO THE SCHEME OF ARRANGEMENT
Defined terms used in this announcement shall have the meanings given to them in the circular
posted to Mvela Group ordinary shareholders on 18 July 2012 ("the Circular").
1. Introduction
Mvela Group ordinary shareholders are referred to the announcement released on SENS as well
as the circular posted to Mvela Group ordinary shareholders dated 18 July 2012, in which, inter
alia, Mvela Group ordinary shareholders were advised of the scheme of arrangement in terms of
section 114 of the Companies Act proposed by Times Media Group Limited (TMG), a wholly
owned subsidiary of Mvela Group, between Avusa and Avusa shareholders (the Scheme), the
specific repurchase in terms of section 48 of the Companies Act and paragraph 5.69 of the
Listings Requirements by Mvela Group of the Treasury Shares; and the proposed distribution by
Mvela Group of all of the shares held by it in TMG to Mvela Group ordinary shareholders in the
entitlement ratio, in terms of section 46 of the Companies Act and in accordance with section 46
of the Income Tax Act, to the extent applicable.
2. Conditions precedent to the Scheme
Mvela Group ordinary shareholders are advised that not all of the conditions precedent to the
Scheme have been fulfilled. An announcement will be released on SENS and in the press once
all the conditions precedent to the Scheme have been fulfilled and the Scheme becomes
unconditional. The Scheme still remains conditional upon inter alia the JSE unconditional consent
to the Listing being granted.
3. Revised salient dates and times relating to the Scheme
The salient dates and times applicable to the Scheme have been revised as follows:
2012
Finalisation announcement expected to be on Friday, 7 September
Last day to trade in Mvela Group ordinary shares on the JSE
to participate in the Unbundling on Friday, 14 September
Mvela Group ordinary shares trade ex their entitlement to
Unbundled TMG shares on Monday, 17 September
Expected date of listing of TMG shares on the JSE at the
commencement of trading on or about Monday, 17 September
Mvela Group ordinary shareholders commence trading their
Unbundled TMG shares on Monday, 17 September
Unbundling Record Date on Friday, 21 September
Expected Scheme operative date Tuesday, 25 September
Dematerialised Mvela Group ordinary shareholders expected
to have their accounts held at their CSDP or broker updated
with the Unbundled TMG shares on or about Tuesday, 25 September
Share certificates in respect of the Unbundled TMG shares will
be posted, by registered post, at the risk of the certificated
Mvela Group ordinary shareholders concerned, to certificated
Mvela Group ordinary shareholder on or about Tuesday, 25 September
Notes:
1. Any material changes to the above dates and times will be released on SENS and published in the
South African press.
2. All times quoted in this announcement are local times in South Africa
3. No dematerialisation or rematerialisation of Mvela Group ordinary share certificates may take place
between Monday, 17 September 2012 and Friday, 21 September 2012, both days inclusive.
Melrose Arch
31 August 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: 31/08/2012 10:10:00 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
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.
