KAGISO MEDIA LIMITED - Fulfilment of scheme conditions

Fulfilment of scheme conditions

Kagiso Media Limited                               KTH Media Holdings Proprietary Limited

Incorporated in the Republic of South Africa       Incorporated in the Republic of South Africa

Registration number: 1957/000036/06                Registration number: 2013/055244/07

Ordinary share code: KGM                           ("KTH Media")

ISIN code: ZAE000014007

("KML") or ("the Company")

                                                   Kagiso Tiso Holdings Proprietary Limited

                                                   Incorporated in the Republic of South Africa

                                                   Registration number: 2011/000848/07

                                                   ("KTH")





                           FULFILMENT OF SCHEME CONDITIONS





KML shareholders are referred to the joint announcement released on SENS on 7 November

2013 which advised KML shareholders that all resolutions relating to the implementation of a

scheme of arrangement (the “Scheme”), proposed by the independent board of directors of KML

(“Independent Board”) in terms of section 114 of the Companies Act, 71 of 2008 (as amended)

were passed by the requisite majority of KML shareholders entitled to vote at the Scheme

meeting convened on the same day.



KML shareholders are advised that all conditions precedent to the Scheme, as detailed in the

circular posted to KML shareholders on 9 October 2013 (“Circular”), have been fulfilled and

accordingly the Scheme is now unconditional. In terms of the Scheme, each KML shareholder is

entitled to receive R28.10 in cash for every KML share held on the Scheme Consideration Record

Date.



The expected timetable for the finalisation and implementation of the Scheme is set out below.



                                                                              2013

Finalisation date expected to be                                              Friday, 22 November

Last day to trade in order to be recorded in the register to receive the      Friday, 29 November

Scheme Consideration on

Suspension of listing of KML shares at the commencement of trade on           Monday, 2 December

the JSE on

Scheme Consideration Record Date expected to be on                            Friday, 6 December

Operative date of the Scheme expected to be on                                Monday, 9 December

Payment or delivery of the Scheme Consideration to be transferred             Monday, 9 December

electronically or posted to certificated KML shareholders (if the surrender

and transfer form (yellow) and documents of title are received by the

Transfer Secretary on or before 12:00 on the Scheme Consideration

Record Date) on or about

Dematerialised KML shareholders expected to have their accounts held at       Monday, 9 December

their CSDP or Broker credited with the Scheme Consideration on or about

Expected termination of listing of KML shares on the JSE at the               Tuesday, 10 December

commencement of trade on or about



1. No dematerialisation or re-materialisation of KML shares may take place from the Business

   Day following the last day to trade in order to be recorded in the register to receive the

   Scheme Consideration.

2. The definitions and interpretations commencing on page 10 of the Circular apply to this

   announcement and these salient dates and times.





Sandton

22 November 2013







Merchant bank, sole financial advisor and     Sole financial advisor to KTH Media and KTH

transaction sponsor to KML                    Standard Chartered Bank

Rand Merchant Bank, a division of FirstRand

Bank Limited



Sole debt arranger to KTH Media and KTH       Sponsor to KML

Nedbank Limited (acting through its Nedbank   Investec Bank Limited

Capital and Nedbank Corporate divisions)



Legal advisor to KML                          Legal advisor to KTH Media and KTH

Werksmans Attorneys                           Webber Wentzel



Independent Expert to KML

Ernst & Young Advisory Services (Pty)

Limited



Communication advisor to KTH and KTH

Media

Brunswick


Date: 22/11/2013 09:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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