Wrap Text
Fulfilment of Conditions Precedent
eMedia Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1968/011249/06)
Ordinary shares (share code: EMH ISIN: ZAE000208898)
N ordinary shares (share code: EMN ISIN: ZAE000209524)
("EMH" or the "Company" or the "Group")
FULFILMENT OF CONDITIONS PRECEDENT
Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear the
same meanings ascribed thereto in the announcement published on the Stock Exchange News Service of the JSE
Limited on Friday, 27 June 2025 ("Announcement") relating to EMH entering into a subscription and share
exchange agreement with eMedia Investments Proprietary Limited ("EMI"), Venfin Media Beleggings Proprietary
Limited ("Venfin"), Remgro Limited ("Remgro") and Venfin Proprietary Limited ("Venfin Interco") ("Agreement").
In terms of the Agreement, EMH, EMI, Venfin, Venfin Interco and Remgro agreed a series of transactions in terms
of which, inter alia:
1.1. Venfin shall subscribe for, and EMH shall allot and issue to Venfin, 18,310,630 EMH N shares (the
"Subscription Shares") at a subscription price of ZAR 3.25 per EMH N share (the "Subscription Price")
amounting to a total of ZAR 59,509,547.50 (the "Subscription"). The Subscription Price represents a
premium of 20.1% to the 30-day volume weighted average price of EMH N shares to 25 June, which is
value accretive to shareholders; and
1.2. immediately after but on the same day as implementation of the Subscription, Venfin shall dispose of
17,730,595 ordinary shares it owns in EMI (the "Sale Shares") (which Sale Shares constitute 32.31% of all
of the issued shares of EMI) to EMH and in exchange therefor, EMH shall allot and issue to Venfin
220,162,315 EMH N Shares ("Consideration Shares") (the "Share Exchange"). The value ascribed to the
Sale Shares for purposes of the Share Exchange will be an aggregate value of ZAR 715, 527,523.75. The
Consideration Shares shall constitute approximately 32.31% of the total issued EMH share capital after
their issuance,
collectively the "Proposed Transaction".
Shareholders are hereby advised that all of the conditions precedent of the Proposed Transaction have been
timeously fulfilled or waived. Accordingly, the Proposed Transaction has become wholly unconditional, in
accordance with the terms set out in the Announcement. The Subscription Shares and the Consideration Shares
(collectively the "Unbundling Shares") will accordingly be distributed in specie by (i) Venfin to Venfin Interco; (ii)
thereafter by Venfin Interco to Remgro and (iii) thereafter by Remgro to its shareholders (the "Venfin
Unbundlings"). Shareholders are referred to the announcement to be published by Remgro on 8 September
2025, recording the terms of and timelines associated with the Venfin Unbundlings.
Johannesburg
8 September 2025
Transaction Sponsor
The Standard Bank of South Africa Limited
Legal advisors to EMH
White and Case Inc.
Date: 08-09-2025 03:00:00
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