Wrap Text
Declaration announcement regarding the adoption of the TMG management incentive plan and odd-lot offer
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”)
DECLARATION ANNOUNCEMENT REGARDING THE ADOPTION OF THE TMG
MANAGEMENT INCENTIVE PLAN AND ODD-LOT OFFER
1. INTRODUCTION
1.1 Shareholders are hereby advised that the Company, subject to the
requisite shareholder approval, proposes to adopt a management
incentive plan (“TMG Management Incentive Plan”) and to implement
an odd-lot offer (“Odd-lot Offer”), the salient features of which
in each case are set out below.
1.2 The full details of the TMG Management Incentive Plan and the Odd-
lot Offer are contained in a circular (“Circular”) which will be
dispatched to shareholders today, 25 February 2013.
2. ADOPTION OF THE PROPOSED TMG MANAGEMENT INCENTIVE PLAN
2.1 Rationale for the TMG Management Incentive Plan
The TMG Management Incentive Plan is being proposed in order to
incentivise senior management of the Company and its subsidiaries
(“Group”), to align the interest of senior management with those of
the shareholders of the Company and to ensure continuity of senior
management.
2.2 Summary of the TMG Management Incentive Plan
2.2.1 The TMG Management Incentive Plan, provides for the award of share
options to eligible employees of the Group.
2.2.2 The share options vest in tranches of 1/3 (one third) on the 3rd
(third), 4th (forth) and 5th (fifth) anniversary of the relevant
option award date.
2.2.3 The vesting and exercise of the share options is subject to the
achievement of certain performance criteria by the Group and/or
the participant set by the Board. Options must be exercised
within the period specified in the letter granting the option,
failing which they will lapse.
2.2.4 Settlement of the share options will take place via the acquisition
and transfer of existing issued ordinary shares in the Company
(“Ordinary Shares”), or the issue of new Ordinary Shares, or the
payment of a cash bonus, the net proceeds of which after tax will
be required to be utilised to purchase or subscribe for Ordinary
Shares.
3. ODD-LOT OFFER
3.1 Rationale for the Odd-lot Offer
3.1.1 The Odd-lot Offer is being proposed in order to reduce the future
substantial recurring administration costs that will be incurred
in connection with the large number of Odd-lot Holders of the
Company.
3.1.2 The Company currently has 2 283 Shareholders (being 58.31% of the
total number of Shareholders) that hold less than 100 Ordinary
Shares each. These shareholders hold 39 677 Ordinary Shares in
aggregate, which constitutes approximately 0.03% of the total number
of Ordinary Shares in issue.
3.1.3 In terms of the Odd-lot Offer, each shareholder holding an aggregate
shareholding of less than 100 ordinary shares (“Odd-lot Holdings”)
will be offered the opportunity either to sell its shareholding
(“Odd-lot Holding”) for the offer consideration or retain its Odd-lot
Holding.
3.2 Record Date
The record date for the Odd-lot Offer is the close of business on
Friday, 19 April 2013 (“Record Date”). If a shareholder holds less
than 100 Ordinary Shares on the Record Date, such shareholder is an
Odd-lot Holder and, as such, is entitled to take part in the Odd-lot
Offer. Shareholders will not be advised individually as to whether
they are entitled to take part in the Odd-lot Offer, and accordingly
each shareholder must determine this on their own. No further documen-
tation will be sent to shareholders in this regard.
3.3 Offer Consideration
The offer consideration will be the volume weighted average price for
the ordinary shares of the Company on the JSE for the 5 (five) trading
days prior to Wednesday, 27 March 2013 (“Offer Consideration”), the
date of the general meeting to approve the Odd-lot Offer.
3.4 Conditions Precedent
The implementation of the Odd-lot Offer is subject to the fulfilment of
the condition precedent that the special resolution and ordinary
resolutions relating to the Odd-lot Offer are approved by shareholders
at a General Meeting.
3.5 Mechanism
3.5.1 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.
3.5.2 The Ordinary Shares of those Odd-lot Holders who do not make an
election or who choose the Offer Consideration will be repurchased
by TMG or any wholly-owned subsidiary nominated by TMG at the Offer
Consideration. Any such repurchase will be regarded as a specific
repurchase of Shares in terms of the Companies Act and the Listings
Requirements.
3.5.3 Odd-lot Holders who do not make an election should note that their
Ordinary Shares will automatically be repurchased by TMG or any
wholly-owned subsidiary nominated by TMG, without any further action
on their part and without any further notice to them.
3.6 Financial effects
The repurchase of Ordinary Shares pursuant to the Odd-lot Offer will
have no significant effect on TMG’s earnings per Ordinary Share,
headline earnings per Ordinary Share, net asset value per Ordinary
Share or tangible net asset value per Ordinary Share.
3.7 Dividend Withholding Tax
3.7.1 The repurchase of Ordinary Shares in terms of the Odd-lot Offer
will be funded from existing reserves of the Company. Accordingly,
the Offer Consideration payable to Odd-lot Holders will constitute
a dividend as defined in section 1 of the Income Tax Act, No. 58 of
1962 (“Income Tax Act”).
3.7.2 The consequent effect for Odd-lot Holders is that dividends tax at a
rate of 15% (fifteen percent) will be required to be withheld, where
applicable, from the Offer Consideration in accordance with the
requirements of sections 64E and 64H of the Income Tax Act. No STC
credits will be utilised.
3.7.3 Further required details in relation to the dividend will be announced
in due course.
4. GENERAL MEETING
Shareholders are hereby given notice that the general meeting of the
Company, at which shareholders will consider and vote on the ordinary
and special resolutions pertaining to the adoption of the TMG Management
Incentive Plan and the implementation of the Odd-lot Offer, will be held
at the Auditorium, Times Media Group, 4 Biermann Avenue, Rosebank, at 10:00
on Wednesday, 27 March 2013.
5. SALIENT DATES AND TIMES
The salient dates and times in relation to the adoption of the TMG
Management Incentive Plan and the implementation of the Odd-lot Offer
are as set out below:
2013
Publication of declaration announcement on Monday, 25
SENS February
Circular and notice of General Meeting to be Monday, 25
posted to Shareholders on February
Last day to trade in order to participate and Thursday, 14
vote at the General Meeting March
Record date in order to be eligible to Friday, 22
participate and vote at the General Meeting March
Forms of Proxy (yellow) for the General Monday, 25
Meeting to be received by 10:00 on March
General meeting held at 10:00 on Wednesday, 27
March
Results of the general meeting announced on Wednesday, 27
SENS on March
Finalisation and Offer Consideration Wednesday, 27
announcement released on SENS on March
Odd-lot Offer opens at 09:00 Thursday, 28
March
Last day to trade in order to participate in Friday, 12
the Odd-lot Offer on April
Ordinary Shares trade “ex” the Odd-lot Offer Monday, 15
on April
Forms of Election and Surrender (blue) for the Friday, 19
Odd-lot Offer to be received by the Transfer April
Secretaries by 12:00 on
Odd-lot Offer closes at 12:00 on (See note 3) Friday, 19
April
Record Date for the Odd-lot Offer (to Friday, 19
determine Shareholders entitled to participate April
in the Odd-lot Offer) at close of business on
Implementation of the Odd-lot Offer takes Monday, 22
effect on April
Dematerialised Odd-lot Holders who have Monday, 22
accepted the Odd-lot Offer or are deemed to April
have accepted the Odd-lot Offer will have their
accounts held at their CSDP or broker credited
with the Offer Consideration on
Cheques in respect of the Offer Consideration Monday, 22
will be posted to certificated Odd-lot Holders April
who have accepted the Odd-lot Offer or are
deemed to have accepted the Odd-lot Offer on
Results of the Odd-lot Offer released on SENS Monday, 22
on April
Notes:
1. The above dates and times are subject to change. Any
changes will be published on SENS.
2. All times in this announcement are South African local
times.
3. Dematerialised Odd-lot Holders are requested to notify
their duly appointed CSDP or broker of their election by
the cut-off time stipulated by their CSDP or broker. This
will be an earlier date than the closing of the Odd-lot
Offer.
4. Those Odd-lot Holders who do not make an election will
automatically be regarded as having chosen to sell their
Odd-lot Holdings and will receive the Offer Consideration.
5. In respect of the Odd-lot Offer, shareholdings may not be
dematerialised or rematerialised between Monday, 15 April
2013 and Friday, 19 April 2013, both days inclusive.
6. Any Form of Proxy (yellow) not delivered by 10:00 on
Monday, 25 March 2013 may be handed to the chairman of the
General Meeting immediately before the appointed proxy
exercises any of the shareholder rights at the General
Meeting.
7. If the General Meeting is adjourned or postponed, Forms of
Proxy (yellow) submitted for the initial General Meeting
will remain valid in respect of any adjournment or
postponement of the General Meeting.
25 February 2013
Johannesburg
Corporate Advisor and Sponsor: PSG Capital Proprietary Limited
Legal Advisor: Edward Nathan Sonnenbergs Inc.
Date: 25/02/2013 01:35:00 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.
Sharenet Sites 
