Sharenet Sites 
Sharenet Sites
Disposal Of Interests In Exclusive Books And The Van Schaik Group Of Companies
TIMES MEDIA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2008/009392/06)
Ordinary Share Code: TMG
Ordinary share ISIN: ZAE 000169272
(“the Company” or “Times Media”)
DISPOSAL OF INTERESTS IN EXCLUSIVE BOOKS AND THE VAN SCHAIK GROUP OF COMPANIES
1. DISPOSAL OF INTEREST IN EXCLUSIVE BOOKS AND THE VAN SCHAIK GROUP OF COMPANIES
Shareholders are advised that the Company, through two of its wholly owned subsidiaries (“the
Seller” or “Times Media”) have entered into agreements, dated 18 September 2013 (“the Sale
Agreements”), with a consortium led by Medu Capital Proprietary Limited, acting through Medu
III General Partner Proprietary Limited (in its capacity as the disclosed partner of an en
commandite partnership) (“the Purchaser”), in terms of which the Purchaser will purchase from
Times Media:
• 100% of the business, assets and liabilities of Van Schaik Bookstores, 69.98% of the
shares and 100% of the claims in Bookmark at UP Proprietary Limited and 70% of the
shares and 100% of the claims in Van Schaik Namibia Proprietary Limited (collectively
“Van Schaik Group of Companies” or “VSGC”); and
• 100% of the business, assets and liabilities of Exclusive Books and 40% of the shares and
100% of the claims in Airport Bookshop Proprietary Limited (collectively “Exclusive
Books”),
(collectively “the Disposal Assets”) (both transactions collectively referred to as “the Disposal”).
2. THE BUSINESS OF EXCLUSIVE BOOKS AND VSGC AND THE RATIONALE FOR THE DISPOSAL
The Van Schaik Group of Companies are the leading suppliers of academic and reference
textbooks in South Africa and Namibia. Exclusive Books is one of South Africa's largest book
chains with branches throughout South Africa. The Van Schaik Group of Companies and
Exclusive Books are identified as non-core as they were not aligned to the strategic direction of
Times Media.
3. DETAILS OF THE DISPOSAL
3.1. Proceeds
3.1.1. Times Media will dispose of the Disposal Assets to the Purchaser for an aggregate
consideration of R435 million payable in cash and consisting of:
3.1.1.1. a purchase consideration of R325 million for VSGC;
3.1.1.2. a distribution of R25.68 million from VSGC; and
3.1.1.3. a purchase consideration of R90 million for Exclusive Books, less a cash payment of
R5 million.
3.1.2. Subject to a cash balance of R10 million remaining in the business of VSGC, the
Disposals, will result in the following payments:
• a distribution of R25.68 million of the excess cash in the business of VSGC to Times
Media (as referred to above); and
• a cash payment to Times Media not exceeding 60% of the profit of the business of
VSGC, between 1 July 2013 and the business day preceding the Effective Date.
3.1.3. Subject to a cash balance of R1.00 remaining in the business of Exclusive Books, the
Disposals, will also result in the following payments:
• a cash payment from Times Media to the business of Exclusive Books equal to R5
million (as referred to above); and
• a cash payment to Times Media not exceeding 45% of the profit of the business of
Exclusive Books between 1 July 2013 and the business day preceding the effective
date of the Disposals (“Effective Date”).
3.2. Utilisation of Proceeds
The proceeds of the Disposal will be used to reduce the Company’s gearing and for potential
future acquisitions aligned to the Company’s core business.
3.3. Effective Date
The Effective Date is the first business day of the month following the month in which the
Sale Agreements become unconditional.
3.4. Suspensive conditions
The Sale Agreements are subject to the fulfilment of a number of suspensive conditions
normal in transactions of this nature, including:
3.4.1. the successful completion of a due diligence by the Purchaser;
3.4.2. the unconditional approval by the competition authorities of the Disposal;
3.4.3. the written consent by the parties to certain material contracts to assign the material
contracts to the Purchaser; and
3.4.4. the landlords of certain material premises to the businesses of VSCG and Exclusive
Books consenting to the assignment of the lease agreements to the Purchaser, the
conclusion of new lease agreements with the Purchaser or the sub-letting of the
premises by Times Media to the Purchaser.
4. FINANCIAL EFFECTS OF THE DISPOSAL
The pro forma financial effects of the Disposal are presented for illustrative purposes only and
because of their nature may not give a fair reflection of the Company’s financial position nor of
the effect on future earnings after the Disposal. Set out below are the unaudited pro forma
financial effects of the Disposal, based on the unaudited published results for the six month
period ended 31 December 2012. The directors of the Company are responsible for the
preparation of the unaudited pro forma financial information.
Unaudited before the Unaudited pro forma Percentage increase /
Disposal after the Disposal (decrease)
Basic headline earnings 28 18 (36%)
per share (cents)
Basic (loss) / earnings (17) 63 471%
per share (cents)
Net asset value per 891 985 11%
share (cents)
Net tangible asset value 179 285 59%
per share (cents)
Number of treasury Nil Nil Nil
shares
Notes and assumptions:
1. The basic headline (loss) / earnings per share and earnings per share figures in the “Unaudited
pro forma after the Disposal” column have been calculated on the basis that the Disposal was
effected on 1 July 2012 and on a weighted average number of shares in issue of 155 395 129
for the six months ended 31 December 2012.
2. The net asset value per share and net tangible asset value per share figures in the “Unaudited
pro forma after the Disposal” column have been calculated on the basis that the Disposal was
effected on 31 December 2012 and on 127 077 145 shares in issue at 31 December 2012.
3. The total proceeds for the Disposal are assumed to be R415 million.
4. Transaction costs of R12 million are assumed, which are not deductible for income tax
purposes.
5. Total capital gains tax (“CGT”) on the Disposal is assumed to be R35,4 million.
6. Proceeds from the Disposal, net of transaction costs and CGT, are assumed to be utilised to
reduce the Company’s borrowings.
7. Interest savings are calculated based on the average interest rate applicable for the six
months to 31 December 2012 for the Company, being 8,325%.
8. The taxation rate applicable is assumed to be 28%.
9. All adjustments, with the exception of transaction costs and CGT, are expected to have a
continuing effect.
5. WARRANTIES AND MATERIAL TERMS
The Disposal is subject to warranties that are normal for a transaction of this nature.
6. THE DISPOSAL CATEGORISATION
In terms of section 9 the Listings Requirements of the JSE Limited, the Disposal is categorised as
a category 2 transaction.
By order of the board
19 September 2013
Johannesburg
Financial Advisor
Rand Merchant Bank
Sponsor
PSG Capital
Legal advisor to Times Media
Werkmans Attorneys and Edward Nathan Sonnenbergs Inc
Date: 19/09/2013 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
