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AFRICAN MEDIA ENTERTAINMENT LIMITED - ACQUISITION OF UNITED STATIONS
(PROPRIETARY) LIMITED
AFRICAN MEDIA ENTERTAINMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1926/008797/06)
Share code: AME ISIN ZAE000014106
("AME" or "the company")
ACQUISITION OF UNITED STATIONS (PROPRIETARY) LIMITED ("United Stations")
1. Introduction
Lanark Financial Services (Proprietary) Limited is authorised to announce
that AME has entered into an agreement in terms of which it will acquire 100% of
the issued share capital of United Stations ("the acquisition").
2. Rationale for the acquisition
AME has completed its programme of disposing of non-core assets and is now
focusing on its profitable radio businesses.
United Stations will become a wholly-owned subsidiary of AME Broadcasting
(Proprietary) Limited ("AME Broadcasting"), which already holds 95% of Umoya
Communications (Proprietary) Limited (trading as Radio Algoa) and 69,8% of Radio
Oranje (Proprietary) Limited (trading as OFM).
United Stations is presently the national sales agent for Radio Algoa and OFM
as well as the radio stations P4 Cape Town and P4 Durban.
Stan Katz will become the Chief Executive Officer of AME Broadcasting.
3. The acquisition
AME has acquired 100% of the shareholding in United Stations for a
consideration which will vary on a pro rata basis up or down depending on United
Stations achieving predetermined budget levels for the 3 year period ending 31
October 2005 as set out below:
- a minimum of R550 000, to be settled by the issue of 22 million ordinary
shares in AME at a price of 2,5 cents per share;
- if 100% of the budget is achieved, an amount of R1,1 million, to be settled
by the issue of 44 million ordinary shares in AME at a price of 2,5 cents per
share;
- if the budget is exceeded, a pro rata increase in the consideration subject
to the issue of a maximum of 16 million additional ordinary shares at the then
ruling market price.
The effective date of the acquisition is 1 November 2002 and the vendors of
United Stations are Nevala Investments Holdings (Proprietary) Limited (72,8%)
and Worldwide Capital Limited (27,2%).
The agreement contains limited warranties that are usually found in
agreements regarding transactions of this nature.
The suspensive conditions to which this transaction was subject have been
fulfilled.
4. Financial effects of the acquisition
The acquisition will have no material effect on the net asset value or
earnings per ordinary share of the company.
5. Withdrawal of cautionary announcement
The cautionary announcement published on 23 January 2003 is hereby withdrawn.
By order of the board.
North Riding
14 February 2003
Corporate adviser
Lanark Financial Services (Proprietary) Limited
(Registration number 1999/021799/07)
Attorneys
Zenwill Lacob Attorneys
Sponsor
LPC Manhattan Sponsors (Pty) Ltd
(Registration number 1999/024792/07)
Date: 14/02/2003 05:15:00 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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