AVUSA LTD - SHAREHOLDER ENTITLEMENT IN RELATION TO THE OFFER BY TIMES MEDIA GROUP LIMITED (A WHOLLY OWNED SUBSIDIARY OF MVELAPHA

SHAREHOLDER ENTITLEMENT IN RELATION TO THE OFFER BY TIMES MEDIA GROUP LIMITED (A WHOLLY OWNED SUBSIDIARY OF MVELAPHA

Avusa Limited
Incorporated in the Republic of South Africa
Registration number: 2008/002461/06
Ordinary share code: AVU
ISIN code: ZAE000115895
(“Avusa”)

Mvelaphanda Group Limited
Incorporated in the Republic of South Africa
Registration number: 1995/004153/06
Ordinary share code: MVG
ISIN code: ZAE000060737
(“Mvela Group”)

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”)

SHAREHOLDER ENTITLEMENT IN RELATION TO THE OFFER BY TIMES MEDIA GROUP
LIMITED (A WHOLLY-OWNED SUBSIDIARY OF MVELAPHANDA GROUP LIMITED) TO
ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF AVUSA THAT IT DOES NOT
BENEFICIALLY OWN

1.   Introduction
Avusa shareholders and Mvela Group shareholders are referred to the
announcements released by Mvela Group and Avusa respectively on the
Securities Exchange News Service of the JSE Limited (“SENS”) on
Tuesday, 12 June 2012, Wednesday, 11 July 2012 and Wednesday, 18 July
2012; and to the circulars posted to Avusa and Mvela Group ordinary
shareholders on Wednesday, 18 July 2012, relating to a firm intention
by Mvela Group to make an offer, through its wholly-owned subsidiary
TMG, to acquire the entire issued ordinary share capital of Avusa
that it does not already beneficially own by way of a scheme of
arrangement in terms of section 114 of the Company Act, 71 of 2008,
as amended, between Avusa and its shareholders (“the Scheme”).

2.   The Scheme
Avusa shareholders are reminded that, in terms of the Scheme, Avusa
shareholders will be entitled to elect to receive:
-    a cash consideration of R24.00 per Avusa ordinary share (“the
     Cash Consideration”), which Cash Consideration shall be limited
     to a maximum aggregate of R1,130,000,000 (“Maximum Cash
     Consideration”), subject to increase, if the Scheme does not
     become operative by 30 September 2012, by an amount equivalent
     to the prime overdraft rate, as published by FirstRand Bank
     Limited from time to time, plus 2% per annum (compounded monthly
     in arrears) calculated daily from 1 October 2012, to the date of
     actual payment, inclusive of 1 October 2012 and exclusive of the
     date of actual payment; or
-    a share consideration of 1.47707 TMG ordinary shares for every
     Avusa ordinary share (“the Share Consideration”), provided that
     such Share Consideration will be limited to a maximum of 67.7%
     of the Avusa ordinary shares; or
-    a combination of the Cash Consideration and the Share
     Consideration;
on the basis that, in the absence of a valid election by 12:00 on
Friday, 14 September 2012, an Avusa shareholder will be deemed to
have elected to receive the Cash Consideration in respect of 100% of
its Avusa ordinary shares, subject to the Maximum Cash Consideration.

If the receipt by an Avusa shareholder of the Share Consideration
would require Avusa and/or TMG to comply with filing and/or other
regulatory obligations in the jurisdiction in which such Avusa
shareholder is resident or has its registered address (including, but
not limited to, the United States of America, Canada, Australia and
Japan), (a "Cash-Only Shareholder"), such Cash-Only Shareholder will
be deemed to have elected to receive the Cash Consideration. If, as a
result of the number of Avusa shareholders who elect the Cash
Consideration, the Cash Consideration is insufficient to settle the
Scheme consideration due to Cash-Only Shareholders in full, any Share
Consideration which would otherwise be due to Cash-Only Shareholders
will not be issued to such Cash-Only Shareholders personally, but
shall instead be retained by TMG or a third party in South Africa
nominated by TMG, which shall in each case hold such Share
Consideration on behalf of such Cash-Only Shareholders. TMG, or the
third party to whom such Share Consideration is issued, shall be
obliged to dispose thereof and to remit the proceeds of such disposal
(net of applicable fees, expenses, taxes and charges) to such Cash-
Only Shareholders, at such Cash-Only Shareholders risk.

3.   Mvela Group ordinary shareholder entitlement
Mvela Group ordinary shareholders are further reminded that subject
to the listing of TMG ordinary shares on the JSE being implemented at
the commencement of business on Monday, 10 September 2012 and the
Scheme becoming operative, Mvela Group will distribute all of the TMG
ordinary shares held by it to Mvela Group ordinary shareholders (“the
Unbundling”). In terms of the Unbundling, Mvela Group ordinary
shareholders will be entitled to receive 9.9891 TMG ordinary shares
for every 100 Mvela Group ordinary shares held by the Mvela Group
ordinary shareholder on the record date for participation by Mvela
Group ordinary shareholders in the Unbundling which is expected to be
the close of business on Friday, 14 September 2012, or such later
date as may be announced. The entitlement ratio in respect of the
Unbundling will be confirmed or revised, as the case may be, in the
finalisation announcement which is expected to be released on SENS by
Friday, 31 August 2012.

Rosebank
23 July 2012

Financial advisor and lead debt arranger to Mvela Group and TMG
Rand Merchant Bank, a division of First Rand Bank Limited

Promoter and Arranger
Blackstar

Legal adviser to Mvela Group and TMG
Webber Wentzel

Sponsor to Mvela Group
PSG Capital

Communication advisor to TMG
Brunswick

Merchant bank and sponsor to Avusa
Rand Merchant Bank, a division of First Rand Bank Limited

Independent expert to the independent board of Avusa
Ernst & Young

Legal adviser to Avusa
Werksmans Attorneys

Legal adviser to lead debt arranger
Bowman Gilfillan

Date: 23/07/2012 11:48:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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