| Tue 21 Aug 2001, 0:00 | | Update On The Proposed Acquisition Of Kagiso Media |
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KAGISO MEDIA
Kagiso Media Limited
(Incorporated in the Republic of South Africa)
(Registration number 1957/000036/06)
("Kagiso Media" or "the Company")
NAIL
New Africa Investments Limited
(Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)
("Nail")
UPDATE ON THE PROPOSED ACQUISITION OF KAGISO MEDIA BY NAIL
AND
PROPOSED RETURN TO SHAREHOLDERS OF KAGISO MEDIA OF SHARE PREMIUM
1. Introduction
Further to the joint announcement of Kagiso Media and Nail published on 13
July 2001 regarding the proposed sale of the business operations of Kagiso
Media to Nail ("the Sale"), shareholders are advised that a formal agreement
was concluded between the relevant parties on 30 July 2001.
2. Share premium payment
Since the announcement of 13 July 2001, the directors of Kagiso Media have
resolved, subject to the required approval of shareholders at the general
meeting of the Company referred to in 4 below, to return R28 092 243 in cash
to shareholders (equivalent to 22 cents per share) ("share premium return"),
being share premium in excess of the needs of the Company.
Taking cognisance of the proposed Sale and the expected duration for
implementation thereof, the directors believe that the interests of
shareholders can best be served by making the share premium return prior
thereto.
The share premium payment is not conditional upon implementation of the
Sale.
Pertinent dates in regard to the share premium payment are shown in 5 below.
3. Summary of payments expected to be received by Kagiso Media shareholders
3.1 Share premium payment
As indicated in 2 above, shareholders will receive the share premium payment
of 22 cents per share.
3.2 The Distribution
Subject to the required approval of shareholders at the general meeting of
the Company referred to in 4 below and to the fulfilment of all remaining
conditions precedent to the Sale (as previously published and fully covered
in the circular to shareholders of Kagiso Media referred to in 6 below), and
the receipt of the sale proceeds, shareholders will receive a cash
distribution of the proceeds of the Sale of 295 cents per share ("the
Distribution"). The Distribution, amounting to R376 691 438, will be
settled from the Sale proceeds.
3.3 Liquidation distribution
Subject to the required approval of shareholders at the general meeting of
the Company referred to in 4 below and the due implementation of the Sale
and Distribution, the winding-up of the Company and its remaining
subsidiaries will commence ("the winding-up"). In the course of the winding-
up, a liquidation distribution, the quantum of which will comprise the
balance of the Company's cash after accounting for the return of share
premium, the Distribution, as well as all costs and any and all taxes in
regard to the transactions and the closure of the Company, will be paid to
shareholders ("the liquidation Distribution")..
It is not possible at this stage to quantify the exact amount of the
liquidation distribution. However, subject to no unforeseen circumstances,
the liquidation distribution is expected to be approximately 8 cents per
share, amounting to R10 215 361 in total. Confirmation of the quantum of
the liquidation distribution will be made as soon as practicably possible.
4. General meeting of Kagiso Media
A general meeting of the Company's shareholders will be held at 10:00 on
Thursday, 13 September 2001 in the boardroom of Kagiso Media, 2nd Floor,
Kagiso House, Mellis Office Park, Rivonia ("the general meeting") to
consider and, if deemed fit, to pass all resolutions necessary to implement
the return of share premium and to authorise the Sale, the Distribution and
the winding-up.
Kagiso Trust Investment Company (Proprietary) Limited and VideoVision
Investments (Proprietary) Limited, jointly holding 55,6% of the Company's
issued share capital, have given irrevocable undertakings to vote in favour
of all resolutions to be proposed at the general meeting.
Important times and dates
2001
Last day to trade in shares of
Kagiso Media in order to be able
to participate in the general meeting on Monday, 3 September
Record date to be registered as a shareholder
of Kagiso Media in order to be able
to participate in the general meeting on Monday, 10 September
Last day to lodge form of proxy
for the general meeting, by 10:00 on Tuesday, 11 September
General meeting held at 10:00 on Thursday, 13 September
Announcement giving outcome
of general meeting and confirming last
day to trade in shares of Kagiso Media
and to be registered as a shareholder
in order to be entitled to the
share premium payment, expected to be
announced over the Stock Exchange
News Service on Thursday, 13 September 2001
and to be published in the press on Friday, 14 September
Expected last day to trade in shares
of Kagiso Media and to be registered as
a shareholder in order to be entitled
to receive the share premium payment on Thursday, 20 September
Shares in Kagiso Media expected to trade
ex-share premium payment on JSE on Friday, 21 September
Expected date of record for purposes
of the share premium payment on Friday, 28 September
Expected date on which the share premium
payment, in South Africa Rand, will be made
available, either through posting
of cheque or through credit directly to
the relevant bank accounts of shareholders
(provided information in this regard is
timeously received by the transfer
secretaries of the Company) on Monday, 1 October
Note
Any change to the above times and dates will be advised by notification in
the press.
Circular to shareholders
A circular, dealing in detail with all matters referred to in this
announcement and containing notice of the general meeting, has today been
posted to all shareholders of Kagiso Media.
Corporate adviser to Kagiso Media
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Reg. No. 1970/003711/07
Independenet advoiser to Kagiso Media minorities
KPMG
Sponsor to Kagiso Media
Investec Securities Limited
Member of the JSE Securities Exchange South Africa
(Reg. No. 1972/008905/06)
Independent Legal adviser to Kagiso Media
Bell Dewar & Hall
merchant Bank to Nail
African Merchant Bank Limited
Registered Bank
(Reg. No. 1996/016470/06)
Joint Sponsor to Nail
Deutsche Bank Securities (SA)(Pty) Ltd
Wipcapital Proprietary Limited
(Reg. no 1197/021195/07)
Independent Legal adviser to Nail
Webber Wentzel Bowens
Johannesburg
21 August 2001
