NEW AFRICA INVESTMENT LIMITED - Offer By Primedia to Acquire all of the NAIL Ordinary Shares and all the Nail "N" Ordinary Shares

Offer By Primedia to Acquire all of the NAIL Ordinary Shares and all the Nail "N" Ordinary Shares

New Africa Investments Limited                         Primedia Proprietary Limited
(Incorporated in the Republic of South Africa)         (Incorporated in the Republic of South Africa)
(Registration number 1993/002467/06)                   (Registration number 2005/044403/07)
Share code: NAI and NAN                                (“Primedia”) or (“Offeror”)
ISIN: ZAE000033338 and ZAE000033346
(“NAIL”) or (“Company”)


OFFER BY PRIMEDIA TO ACQUIRE ALL OF THE NAIL ORDINARY SHARES AND ALL OF THE NAIL “N” 
ORDINARY SHARES WHICH IT DOES NOT ALREADY OWN BECOMES UNCONDITIONAL AS TO ACCEPTANCES


1.     INTRODUCTION

       The shareholders of NAIL are referred to the joint offer circular by Primedia and NAIL dated 29
       November 2012, which sets out the terms and conditions of Primedia’s offer to acquire all of the NAIL
       Ordinary Shares and NAIL “N” Ordinary Shares (collectively the “NAIL Shares”) not already held by it
       (“Offer Shares”), from the NAIL Ordinary Shareholders and NAIL “N” Ordinary Shareholders (collectively
       the “NAIL Shareholders”) (the “Offer”).

2.     PRIMEDIA’S OFFER UNCONDITIONAL AS TO ACCEPTANCES

       The NAIL Shareholders are hereby informed that Primedia has declared the Offer unconditional as to
       acceptances. As at 17:00 on Monday, 3 December 2012, Primedia has been informed that acceptances
       of the Offer have been tendered from NAIL Shareholders representing at least 894,623 NAIL Ordinary
       Shares (representing 90.23% of the NAIL Ordinary Shares not held by Primedia), and 4,798,920 NAIL
       “N” Ordinary Shares (representing 93.60% of NAIL “N” Ordinary Shares not held by Primedia). This
       represents all of the Offer Shares previously held by Capricorn Capital Partners Investments Proprietary
       Limited, which had irrevocably and unconditionally undertaken to accept the Offer.

       Prior to launching the Offer, Primedia already owned 3,150,080 NAIL Ordinary Shares (representing
       76.06% of the NAIL Ordinary Shares in issue) and 117,353,859 NAIL “N” Ordinary Shares (representing
       95.81% of the NAIL “N” Ordinary Shares in issue). Accordingly, the aggregate of the NAIL Shares
       already owned by Primedia and those already tendered under the Offer, is at least 4,044,703 Ordinary
       Shares (representing 97.66% of the NAIL Ordinary Shares in issue) and 122,152,779 NAIL “N” Ordinary
       Shares (representing 99.73% of the NAIL “N” Ordinary Shares in issue).


3.     CLOSING DATE OF THE OFFER

       The Offer remains open for acceptances and the closing date of the Offer will be at 12:00 on Friday, 
       18 January 2013.

       Johannesburg
       4 December 2012

       Investment Bank
       Investec Bank Limited

       Legal Advisor to NAIL and Primedia
       Edward Nathan Sonnebergs

       Sponsor to NAIL
       Investec Bank Limited

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