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Sharenet Sites
Finalisation, Offer consideration and results of general meeting announcement
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
Ordinary share ISIN: ZAE 000169272
(“TMG” or “the Company”)
FINALISATION, OFFER CONSIDERATION AND RESULTS OF GENERAL MEETING
ANNOUNCEMENT
1. Introduction
Shareholders are referred to the announcement released on
SENS as well as the circular posted to shareholders on Monday,
25 February 2013 regarding (i) the adoption of a management
incentive plan proposed to incentivise senior management of
the Company and its subsidiaries, to align the interest of senior
management with those of the shareholders of the Company and to
ensure continuity of senior management (“the Management Incentive
Plan”) and, (ii) the implementation of an odd-lot offer in terms
of which shareholders holding less than 100 ordinary shares (“Odd-lot
Holders” and “Odd-lot Holdings”, respectively) were given the option
to either sell their Odd-lot Holdings to TMG (or any wholly owned
subsidiary nominated by TMG) for an offer consideration or retain
their Odd-lot Holdings (“the Odd-lot Offer”) (“Circular”), which
Circular included a notice of general meeting (“Notice of General
Meeting”).
2. Results of General Meeting
Shareholders are referred to the Circular and the Notice of General
Meeting included therein and are advised that, at the general meeting
of shareholders held today (“the General Meeting”), all of the proposed
ordinary and special resolutions pertaining to the Management Incentive
Plan and the Odd-lot Offer, as contained in the Notice of General Meeting
were passed by the requisite majority of shareholders present and voting
in person or by proxy.
3. Finalisation and determination of the Offer Consideration
3.1. Given that shareholders have approved all resolutions pertaining to
the Odd-lot Offer, the Odd-lot Offer is now unconditional and will
be implemented in accordance with the salient dates and times
published on SENS on 25 February 2013 and in the Circular.
3.2. In terms of the Odd-lot Offer, Odd-lot Holders who elected to sell
their Odd-lot Holdings to TMG (or any wholly owned subsidiary
nominated by TMG) will receive the offer consideration determined
to be R15.59 (fifteen rand and fifty nine cents) being the volume
weighted average price of ordinary shares of the Company on the JSE
Limited for the 5 (five) trading days prior to Wednesday, 27 March 2013
(“the Offer Consideration”).
3.3. The Offer Consideration will be paid to Odd-lot Holders who elected
to sell their Odd-lot Holdings in accordance with the mechanisms set
out in the Circular.
3.4. The Odd-lot Offer will open for acceptance from 09:00 on Thursday,
28 March 2013 and will close at 12:00 on Friday, 19 April 2013.
3.5. The results of the Odd-lot Offer (and the implementation thereof)
will be released on SENS in line with the timetable contained in
the Circular.
3.6. All shares repurchased in terms of the Odd-lot Offer will be
repurchased by a wholly owned subsidiary of the Company and
will be held as treasury shares.
27 March 2013
Johannesburg
Corporate Advisor and Sponsor: PSG Capital Proprietary Limited
Legal Advisor: Edward Nathan Sonnenbergs Inc.
Date: 27/03/2013 05:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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