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African Media Entertainment Limited
(Incorporated in the Republic of South Africa)
(Registration number 1926/008797/06)
JSE Share code AME ISIN ZAE000014106
("AME" or "the company")
ANNOUNCEMENT TO SHAREHOLDERS
1. INTRODUCTION
AME is presently trading under two separate cautionary announcements: the
announcement dated 16 July 2002 and renewed on
23 August 2002 relating to an undisclosed transaction, and the announcement
dated 16 August 2002 relating to United Stations (Proprietary) Limited ("United
Stations"), Penguin Films (Proprietary) Limited ("Penguin Films") and Big
Concerts (Proprietary) Limited ("Big Concerts").
Lanark Financial Services (Proprietary) Limited is authorised to announce
that agreements relating to the disposal by AME of its interests in Penguin
Films ("the Penguin Film disposal") and Big Concerts ("the Big Concerts
disposal") (jointly "the disposals") have been concluded, full details of which
are set out below.
2. RATIONALE FOR THE DISPOSALS
AME is continuing its programme of reducing its debt and its cost of gearing
through the repayment of debt by way of positive cash flows generated from
operations, as well as the proceeds from the disposal of non-core assets such as
the interests in Penguin Films and Big Concerts.
In addition, AME is unable to provide the substantial working capital
required in order to render Penguin Films and Big Concerts profitable and this
contingency will be extinguished by the disposals
3. THE DISPOSALS
3.1 Terms of the Penguin Films disposal
AME has disposed of 100% of its shareholding in Penguin Films for a
consideration amounting to R2 144 000, payable as to R250 000 in cash, R1 564
000 by the extinction of a claim on loan account against the company by Penguin
Films and the balance by the delivery of
10 918 334 ordinary shares in AME. These shares have been placed with a third
party at 2,5 cents per share.
The effective date of the Penguin Films disposal is 31 August 2002 and
the purchasers are Roberta Jansch, Uwe Jansch and Joseph Mafela.
The agreement contains limited warranties which are usually found in agreements
regarding transactions of this nature.
3.2 Financial effects of the Penguin Films disposal
The Penguin Films disposal will have no material effect on the net asset value
or earnings per ordinary share of the company.
3.3 Terms of the Big Concerts disposal
AME has disposed of 100% of its shareholding in and all claims on loan account
against Big Concerts for a consideration amounting to
R4 478 000, payable as to R1 000 000 by the extinction of a claim on loan
account against the company by Big Concerts, R2 626 000 by the discharge of AME
from any obligation to fund Big Concerts in respect of working capital
liabilities and the balance by the delivery of
28 412 830 ordinary shares in the company. These shares have been placed with a
third party at 2,5 cents per share.
The effective date of the Big Concerts disposal is 31 July 2002 and the
purchaser is Network Entertainment cc (representing the interests of Attie van
Wyk and his family) or its nominee.
In terms of the Listings Requirements of the JSE Securities Exchange South
Africa, the purchaser is a related party by virtue of Attie van Wyk being a
director of Big Concerts and the company is accordingly required:
- to obtain a fair and reasonable statement regarding the Big Concerts
disposal from an independent financial expert;
- to issue a circular to shareholders containing full details of the Big
Concerts disposal, including the opinion and a resolution by the shareholders of
AME approving the Big Concerts disposal. This circular will be despatched to
shareholders in due course.
The agreement contains limited warranties which are usually found in agreements
regarding transactions of this nature.
3.4 Financial effects of the Big Concerts disposal
The Big Concerts disposal will have no material effect on the net asset value or
earnings per ordinary share of the company.
4. FURTHER CAUTIONARY ANNOUNCEMENT
Shareholders are advised that the discussions referred to in the cautionary
announcement published on 16 July 2002 and renewed on
23 August 2002 relate to the disposal by AME of its interests in Golden Gloves
(Proprietary) Limited.
These discussions, as well as the discussions regarding the acquisition of
the share capital or assets of United Stations (referred to in the separate
cautionary announcement dated 16 August 2002) are continuing and shareholders
are accordingly advised that caution should be exercised in dealing in their
shares until a further announcement in this regard is published.
By order of the board
North Riding
13 September 2002
Corporate adviser
Lanark Financial Services (Proprietary) Limited
(Registration number 1999/021799/07)
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Auditors and reporting accountants
Charles Orback & Company
Corporate and legal advisor to Network Entertainment cc
Brait Advisory Services Limited
(Registration number 1995/005372/06)
Date: 12/09/2002 05:48:11 PM Produced by the JSE SENS Department
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