Primedia - Announcement To Primedia Shareholders
PRIMEDIA LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/003355/06)
Share code: PMA ISIN: ZAE000035119
Share code: PMN ISIN: ZAE000035127
(`Primedia`)
ANNOUNCEMENT TO PRIMEDIA SHAREHOLDERS
1. INTRODUCTION
Primedia shareholders are referred to the New Africa Investments Limited
(`NAIL`) announcement wherein it was announced that Primedia will, subject to
the fulfilment of the conditions precedent set out in paragraph 2.6 of the
aforementioned announcement, offer to acquire from each NAIL shareholder all of
the issued ordinary shares (`NAIL ordinary shares`) and all of the issued `N`
ordinary shares (`NAIL `N` ordinary shares`) in NAIL as one indivisible
transaction (`the offer`). Based on the total of 126,8 million NAIL ordinary
shares and NAIL `N` ordinary shares in issue and the offer price of R0,356 per
share, the total value of the offer amounts to R45,1 million.
2. LISTING REQUIREMENTS OF THE JSE SECURITIES EXCHANGE SOUTH AFRICA (`JSE`)
The Mineworkers Investment Company (Pty) Limited (`MIC`) currently holds 21.10%
of the voting rights of the total issued share capital of Primedia. MIC is
therefore a material shareholder and related party to Primedia in terms of the
Listings Requirements of the JSE. MIC currently holds 15.44% of the NAIL
ordinary shares and 19.87% of the NAIL `N` ordinary shares. Accordingly, due to
the fact that Primedia will, in terms of the offer, acquire MIC`s shares in
NAIL, the offer will be a small related party transaction in terms of the Rule
10.7 of the Listings Requirements of the JSE. Primedia will in due course
appoint an independent professional expert to provide written confirmation as to
whether such transaction is fair and reasonable to Primedia shareholders.
Sandton
17 December 2004
Investment bank
(Investec Bank Limited
Corporate Finance)
Sponsor
(Investec Bank Limited )
Corporate law advisers and consultants
(ENF )
Date: 17/12/2004 01:01:06 PM
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