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FINALISATION ANNOUNCEMENT
MVG
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”)
FINALISATION ANNOUNCEMENT
Terms not defined 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 dated 12 June 2012 in which inter-alia, Mvela Group ordinary
shareholders were advised of the scheme of arrangement proposed by Times Media
Group Limited (“TMG”), a wholly-owned subsidiary of Mvela Group, in terms of section
114 of the Companies Act, between Avusa and Avusa shareholders, in terms of which
TMG is to acquire the entire and to be issued share capital of Avusa, not already held by
TMG (“the Scheme”);
- the Circular relating to the acqusition by TMG envisaged in terms of 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; and
- the announcement dated 31 August 2012 which provided Mvela Group ordinary
shareholders with revised dates and times relating to the Listing, the Scheme and the
Unbundling.
2. Fulfilment of conditions precedent
Mvela Group ordinary shareholders are advised that all of the conditions precedent to the
Scheme have been fulfilled and the Scheme has become unconditional in accordance with its
terms.
3. Revised salient dates and times relating to the Scheme
The final dates and times applicable to the Listing, the Scheme and the Unbundling are set out
below:
2012
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
Date of listing of TMG shares on the JSE under the Monday, 17 September
abbreviated name TIMESG, share code TMG and ISIN:
ZAE000169272 at the commencement of trading on
Mvela Group ordinary shareholders commence trading their
Unbundled TMG shares on Monday, 17 September
Unbundling Record Date on Friday, 21 September
Scheme operative date Tuesday, 25 September
Dematerialised Mvela Group ordinary shareholders to have
their accounts held at their CSDP or broker updated with the
Unbundled TMG shares on 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 Tuesday, 25 September
Notes:
1. All times quoted in this announcement are local times in South Africa
2. 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.
4. Mvela Group ordinary shareholder entitlement
Mvela Group ordinary shareholders are reminded that in terms of the Unbundling, Mvela Group
ordinary shareholders will receive 9.9891 TMG ordinary shares for every 100 Mvela Group
ordinary shares held by the Mvela Group ordinary shareholder on the Unbundling Record Date
which is on Friday, 21 September 2012.
Melrose Arch
7 September 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: 07/09/2012 10:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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