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Acquisition By Nail
KAGISO MEDIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1957/000036/06)
Share code:KGM ISIN code: ZAE000014007
("Kagiso Media" or "the Company")
NEW AFRICA INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)
Share code:NAI ISIN code: ZAE00001946
("NAIL")
RESULTS OF KAGISO MEDIA GENERAL MEETING AND UPDATE ON THE PROPOSED
ACQUISITION OF KAGISO MEDIA BY NAIL
1. Introduction
Further to the joint announcement by Kagiso Media and NAIL published on 21
August 2001, this announcement serves to update shareholders on the proposed
sale of the relevant business operations of Kagiso Media to NAIL ("the
Sale").
2. RESULTS of Kagiso Media general meeting
At the general meeting of Kagiso Media held on 13 September 2001, the
resolutions necessary:
* to effect the return of R28 092 243 in cash to shareholders (equivalent to
22 cents per share), being share premium in excess of the needs of the
Company ("share premium payment"); and
* to approve the Sale and to effect the cash distribution of the proceeds of
the Sale of 295 cents per share ("the Distribution") as well as a
liquidation distribution, expected to be approximately 8 cents per share
("the liquidation distribution"), were duly passed.
Kagiso Media shareholders are reminded that the Sale, the Distribution
and the liquidation distribution remain subject to the fulfilment of the
conditions precedent referred to in paragraph 4 below.
3. Important times and dates for the share premium payment
The following important times and dates are pertinent to the share premium
payment:
2001
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 Thursday, 20
September
Shares in Kagiso Media to trade ex-share premium payment
on the JSE Securities Exchange South Africa on Friday, 21 September
Record date for purposes of the share
premium payment on Friday, 28 September
Date on which the share premium payment,
in South Africa Rand, will be made either through the
posting of cheques or through credit directly to the
relevant bank accounts of shareholders
(provided information in this regard will have been
timeously received by the transfer secretaries
of the Company) on Monday, 1 October
4. Conditions precedent
As disclosed in detail in the circular to shareholders of Kagiso Media dated
21 August 2001, implementation of the Sale, the Distribution and the
liquidation distribution remain subject to the fulfilment of the following
conditions precedent:
4.1 NAIL declaring itself satisfied with the effective date accounts of
Kagiso Media for the year ended 30 June 2001;
4.2 the waiver, to the extent necessary, by any relevant parties of any pre-
emptive rights in respect of the business operations to be acquired by NAIL
as part of the Sale;
4.3 the consent, to the extent required, of any relevant third parties to
the transfer to NAIL of all material contracts, licenses and intellectual
property rights forming part of the business operations to be acquired by
NAIL as part of the Sale;
4.4 the approval by the Independent Communications Authority of South
Africa, to the satisfaction of NAIL, of the Sale; and
4.5 the approval of the Competition Commission South Africa, to the
satisfaction of NAIL, of the Sale.
It is an express term of the Sale that the above conditions are fulfilled
by not later than 31 December 2001.
5. Further announcement
A further announcement reporting progress on the fulfilment of the
conditions precedent will be made as soon as practicably possible.
Rivonia
13 September 2001
Corporate adviser to Kagiso Media
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Sponsor to Kagiso Media
Investec Securities Limited
Member of the JSE
Registration No. 1972/008905/06
Legal adviser to Kagiso Media
Bell Dewar & Hall Inc.
(Reg. No. 1995/004675/21)
Joint sponsors to Nail
Deutsche Securities
Member of the Deutsche Bank Group
Deutsche Securities (SA) (Proprietary) Limited
(Registration number 1995/011798/07)
Wipcapital (Proprietary) Ltd
(Registration number 1997/021195/07)
Merchant bank to Nail
AMB
African Merchant Bank Limited
Registered Bank
Registration number 1996/016470/06
Independent adviser to Kagiso Media minorities
KPMG
Legal adviser to Nail
Webber Wentzel Bowens
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