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Acceptances of the offer to the shareholders of NAIL and salient dates and times relating to the notification
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”)
ACCEPTANCES OF THE OFFER TO THE SHAREHOLDERS OF NAIL AND SALIENT DATES AND TIMES
RELATING TO THE NOTIFICATION IN TERMS OF SECTION 124 OF THE COMPANIES ACT, 2008 (ACT
71 OF 2008), AS AMENDED (“COMPANIES ACT”)
1. LEVEL OF ACCEPTANCES OF THE OFFER AND NOTIFICATION IN TERMS OF SECTION 124
OF THE COMPANIES ACT
NAIL Ordinary Shareholders and NAIL “N” Ordinary Shareholders (collectively, “NAIL Shareholders”)
are referred to the announcement to NAIL shareholders released on SENS on 2 November 2012,
pertaining to the offer made by Primedia to acquire all of the NAIL Ordinary Shares and all the NAIL
“N” Ordinary Shares in issue (“NAIL Shares”), not already held by it (“Offer Shares”), (“Offer”). The
attention of NAIL Shareholders is also brought to the circular dated 29 November 2012 which relates
to the Offer (“Offer Circular”).
Primedia is pleased to announce that as at close of business on Thursday, 6 December 2012, the
Offeror had received acceptances from NAIL Shareholders in respect of 894,623 NAIL Ordinary
Shares (equating to 90.23% of the NAIL Ordinary Shares, other than those NAIL Ordinary Shares
held by Primedia prior to Offer being made) and 4,798,920 NAIL “N” Ordinary Shares (equating to
93.60% of the NAIL “N” Ordinary Shares, other than those NAIL “N” Ordinary Shares held by
Primedia prior to Offer being made).
As the Offer has been accepted by NAIL Shareholders holding at least 90% of the Offer Shares, the
Offeror intends to exercise its entitlement, by means of the notice provided within the squeeze out
circular to be posted to NAIL Shareholders on or about Friday, 7 December 2012, to compulsorily
acquire the remaining Offer Shares in accordance with the terms of section 124 of the Companies
Act, at an offer consideration of 102.96 cents per NAIL Share, which is the same as the once-off cash
offer consideration contained in the Offer Circular. All other terms and conditions contained in the
Offer Circular will apply.
2. TERMINATION OF THE LISTING OF NAIL SHARES ON THE JSE LIMITED
The listing of NAIL Shares will be terminated with effect from the commencement of trade on the JSE
on Wednesday, 30 January 2013, unless an application is made to the High Court of South Africa
("the Court") to prevent the compulsory acquisition of the remaining offer shares in terms of section
124 of the Companies Act and the Court orders that the Offeror shall not be entitled to invoke the
compulsory acquisition of the remaining Offer Shares or the Court imposes conditions or terms which
are different from those in the Offer Circular.
3. SALIENT DATES AND TIMES
Notice given in terms of section 124 of the Companies Act Friday, 7 December 2012
Last day to trade over the counter Friday, 7 December 2012
Record Date on which NAIL Shareholders must be recorded in the Friday, 14 December 2012
register in order to participate in the Offer
Offer consideration posted to Offer Participants who hold their NAIL Offer consideration settlement
Shares in certificated form (offer participants will receive either a date, being within six business
direct deposit or a posted cheque) days after acceptance of the
Offer
Offer consideration paid to the CSDP or Broker, as the case may be, Offer consideration settlement
of Dematerialised NAIL Shareholders, whose acceptance of the offer date, being within six business
has been received by the transfer secretaries days after acceptance of the
Offer
Last day to apply to the Court in terms of section 124(2) of the Friday, 18 January 2013
Companies Act
Closing date of the offer at 12:00 Friday, 18 January 2013
Compulsory acquisition of the NAIL Shares held by the remaining Monday, 21 January 2013
NAIL Shareholders who have not accepted the Offer contained in the
Offer Circular will be implemented in accordance with section 124(5)
of the Companies Act and the JSE settlement procedures, on the
commencement of business
Date of payment of the section 124 Offer consideration to NAIL, if no Tuesday, 29 January 2013
order has been made in terms of section 124(2) of the Companies
Act
Termination of the listing of NAIL Shares on the JSE from the Wednesday, 30 January 2013
commencement of trade
Notes:
1. All dates and times indicated above are South African dates and times.
2. The above dates and times are subject to amendment at the discretion of the Offeror, subject to
prior written approval from the JSE and TRP being obtained. Any such amendment will be
released on SENS and published in the South African press.
3. Certificated NAIL Shareholders are required to complete and return the form of acceptance,
surrender and transfer (blue / purple) attached to the Offer Circular in accordance with the
instructions contained therein to be received by the Transfer Secretaries by no later than 12:00
on Friday, 18 January 2013.
4. In the case of Certificated NAIL Shareholders who have accepted the Offer and who have
surrendered their Documents of Title, payment of the offer consideration will be made by
cheque or deposited directly into each such NAIL Shareholder’s bank account, whichever a
Certificated NAIL Shareholder may instruct, at the risk of the NAIL Shareholder concerned.
5. Dematerialised NAIL Shareholder (including own-name Dematerialised NAIL Shareholder) are
required to notify their duly appointed CSDP or broker timeously of their intention to accept the
Offer in the manner and time stipulated in the agreement governing the relationship between
the Dematerialised NAIL Shareholder and his CSDP or broker.
6. In the case of Dematerialised NAIL Shareholder (including own-name Dematerialised NAIL
Shareholder), payment of the offer consideration will be made by crediting their accounts at the
CSDP or broker, as the case may be, in accordance with the agreement governing the
relationship between the Dematerialised NAIL Shareholder and the CSDP or broker concerned.
4. ACTION TO BE TAKEN BY NAIL SHAREHOLDERS
Special attention is brought to the NAIL Shareholders who do not intend to make an application to
Court in terms of section 124(2) of the Companies Act. Such NAIL Shareholders are notified that the
Offer as per the Offer Circular dated 29 November 2012 is still open and will remain open until 18
January 2013. Therefore, NAIL Shareholders continue to have the opportunity accept the Offer, and
to elect either the Once-off Cash Offer Consideration or the Agterskot Offer Consideration, and are
requested to follow the procedures for acceptance of the Offer as contained in paragraph 3.8 of the
Offer Circular.
Johannesburg
7 December 2012
Investment bank Primedia
Investec Bank Limited
Legal advisor to NAIL and Primedia NAIL
Edward Nathan Sonnebergs Incorporated
Sponsor to NAIL
Investec Bank Limited
Date: 07/12/2012 07:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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