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MVELAPHANDA GROUP LIMITED - Revised dates and update relating to the scheme of arrangement

Release Date: 31/08/2012 10:10
Code(s): MVG     PDF:  
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Revised dates and update relating to the scheme of arrangement

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

REVISED DATES AND UPDATE RELATING TO THE SCHEME OF ARRANGEMENT

Defined terms used in this announcement shall have the meanings given to them in the circular
posted to Mvela Group ordinary shareholders on 18 July 2012 ("the Circular").

1. Introduction
Mvela Group ordinary shareholders are referred to the announcement released on SENS as well
as the circular posted to Mvela Group ordinary shareholders dated 18 July 2012, in which, inter
alia, Mvela Group ordinary shareholders were advised of the scheme of arrangement in terms of
section 114 of the Companies Act proposed by Times Media Group Limited (TMG), a wholly
owned subsidiary of Mvela Group, between Avusa and Avusa shareholders (the Scheme), the
specific repurchase in terms of section 48 of the Companies Act and paragraph 5.69 of the
Listings Requirements by Mvela Group of the Treasury Shares; and the proposed distribution by
Mvela Group of all of the shares held by it in TMG to Mvela Group ordinary shareholders in the
entitlement ratio, in terms of section 46 of the Companies Act and in accordance with section 46
of the Income Tax Act, to the extent applicable.

2. Conditions precedent to the Scheme
Mvela Group ordinary shareholders are advised that not all of the conditions precedent to the
Scheme have been fulfilled. An announcement will be released on SENS and in the press once
all the conditions precedent to the Scheme have been fulfilled and the Scheme becomes
unconditional. The Scheme still remains conditional upon inter alia the JSE unconditional consent
to the Listing being granted.

3. Revised salient dates and times relating to the Scheme
The salient dates and times applicable to the Scheme have been revised as follows:

                                                                                          2012
Finalisation announcement expected to be on                                Friday, 7 September

Last day to trade in Mvela Group ordinary shares on the JSE
to participate in the Unbundling on                                       Friday, 14 September

Mvela Group ordinary shares trade ex their entitlement to
Unbundled TMG shares on                                                   Monday, 17 September

Expected date of listing of TMG shares on the JSE at the
commencement of trading on or about                                       Monday, 17 September

Mvela Group ordinary shareholders commence trading their
Unbundled TMG shares on                                                   Monday, 17 September
Unbundling Record Date on                                                 Friday, 21 September

Expected Scheme operative date                                           Tuesday, 25 September

Dematerialised Mvela Group ordinary shareholders expected
to have their accounts held at their CSDP or broker updated
with the Unbundled TMG shares on or about                                Tuesday, 25 September

Share certificates in respect of the Unbundled TMG shares will
be posted, by registered post, at the risk of the certificated
Mvela Group ordinary shareholders concerned, to certificated
Mvela Group ordinary shareholder on or about                             Tuesday, 25 September
Notes:
1. Any material changes to the above dates and times will be released on SENS and published in the
   South African press.
2. All times quoted in this announcement are local times in South Africa
3. No dematerialisation or rematerialisation of Mvela Group ordinary share certificates may take place
   between Monday, 17 September 2012 and Friday, 21 September 2012, both days inclusive.


Melrose Arch

31 August 2012

Merchant bank                                     Legal adviser
Rand Merchant Bank, a division of First           Webber Wentzel
Rand Bank Limited
Promoter and arranger                             Sponsor
Blackstar Group Proprietary Limited               PSG Capital
Independent expert                                Reporting accountants
BDO Corporate Finance                             PKF (JHB) Inc.
Communications adviser
Brunswick South Africa Limited

Date: 31/08/2012 10:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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