Wrap Text
New board appointments
TMG
Times Media Group Limited (formerly Richtrau No. 229 (Proprietary) Limited)
Incorporated in the Republic of South Africa
Registration number: 2008/009392/06
Ordinary share code: TMG
ISIN code: ZAE000169272
(“TMG”) or (“the Company”)
NEW BOARD APPOINTMENTS
Terms not defined in this announcement shall bear the meanings ascribed to them in the
prospectus and pre-listing statement issued by TMG on 18 July 2012 (“Prospectus”).
1. Introduction
Further to the Prospectus issued by TMG in relation to the proposed acquisition by TMG through
a scheme of arrangement in terms of section 114 of the Companies Act No. 71 of 2008 as
amended (“the Scheme”) of the entire issued and to be issued ordinary share capital of Avusa
Limited (“Avusa”) that it does not already beneficially own (“the Acquisition”), the JSE had
required the Company, as a condition to the Listing to ensure that the Board is constituted in
order to comply with the corporate governance requirements of the Listings Requirements and
the King Report and Code, to the extent applicable. In this regard, the Board committed to, by no
later than 48 hours before the date of the Listing, appoint additional directors and otherwise to
comply with the other corporate governance requirements of the Listings Requirements and the
King Report and Code, to the extent applicable. The Company also undertook to make
announcements on SENS and in the press in this regard. The new Board, once constituted as
discussed above was also required to, prior to the Listing, accept responsibility for the Prospectus
as required by the Listings Requirements
2. Appointment to the Board
Further to the aforementioned conditions to Listing, TMG has appointed four new non-executive
directors. This brings the aggregate number of directors of the Company to seven directors. In
compliance with the Listings Requirements, the names, ages, nationalities, business addresses
and functions of these newly appointed directors of TMG are set out below:
Non-executive directors
Johannes Hawinkels (60)
Nationality: South African
Business address: 2nd Floor, 11 Crescent Drive, Melrose Arch,
Johannesburg, 2076
Appointed: 28 August 2012
Qualifications: BSC Electrical Engineering, BCom, MBA
Occupation: Independent non-executive director of the
Company
Position/principal activities: Independent non-executive director
Harishkumar Kantilal Mehta (62)
Nationality: South African
Business address: 6 Cedarfield Close, Springfield Park, Durban
Appointed: 28 August 2012
Qualifications: Diploma in Printing Technology (Leeds), BSC
Industrial Engineering (University of
Wisconsin), MBA (University of Wisconsin)
Occupation: Non-executive director of the Company
Position/principal activities: Non-executive director
Ravi Naidoo (62)
Nationality: South African
Business address: 2nd Floor, 11 Crescent Drive, Melrose Arch,
Johannesburg, 2076
Appointed: 28 August 2012
Qualifications: BSC (Honours), MBA
Occupation: Independent non-executive director of the
Company
Position/principal activities: Independent non-executive director
Mikki Sivuyile Xayiya (49)
Nationality: South African
Business address: 2nd Floor, 11 Crescent Drive, Melrose Arch,
Johannesburg, 2076
Appointed: 28 August 2012
Qualifications: BA (Unisa), Certificate of Defence
Management (Wits), Emerging Market
Leadership Programme (University of
Pennsylvania)
Occupation: Non-executive director of the Company
Position/principal activities: Non-executive director
3. Directors remuneration
On Tuesday, 28 August 2012, the shareholders of the Company approved by way of a special
resolution, the remuneration of the non-executive directors of the Company as set out below:
Years ended 30 June Year ending 30 June
2013 2014
Chairman Other Chairman Other
Board 600,000 200,000 636,000 212,000
Audit and risk committee 80,000 40,000 84,800 42,400
Nominations; Remuneration; Transformation,
Social and Ethics Committee 65,000 35,000 68,900 37,100
4. Corporate governance
The Company has constituted the various committees of the board as required in terms of the
Listings Requirements, as well as a social and ethics committee as envisaged in the Companies
Act. TMG is, however, currently in the process of recruiting the independent chairman of TMG. In
terms of the Listings Requirements, the chairman of the board, as recommended in King Report
and Code, should not be a member of the audit committee. Consequently the Audit and Risk
Committee constituted by TMG complies with the Companies Act, but does not currently fully
comply with the requirements contained in the Listings Requirements as Mr Dlamini (who is a
member of the Audit and Risk Committee) although independent, is the interim chairman of the
Company.
The JSE has, however, granted the Company a formal dispensation allowing for the Listing to be
implemented as envisaged in the Prospectus, and allowing Mr Dlamini to serve as a member of
the Audit and Risk Committee. The Audit and Risk Committee will comply with this requirement
after the final independent chairman has been appointed as contemplated above, and TMG has
undertaken in this regard to comply with this requirement within 60 days of Listing.
Melrose Arch
7 September 2012
Sponsor
PSG Capital
Date: 07/09/2012 12:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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