Proposed disposal to a related party 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”) PROPOSED DISPOSAL TO A RELATED PARTY 1. INTRODUCTION 1.1. Shareholders are advised that the Company, through its wholly-owned subsidiary New Holland Publishing (South Africa) Proprietary Limited (“NHP”), has entered into an agreement in terms of which it will dispose of its 51% (fifty one percent) shareholding in MAP Integration Technologies Proprietary Limited (“MAPIT”) to TomTom Africa Proprietary Limited (“TomTom”) (“the Disposal”). 1.2. The Disposal is subject to the condition precedent set out in paragraph 3.2 below. 2. RATIONALE FOR THE DISPOSAL 2.1. As part of TMG’s turnaround strategy, it has specifically decided to exit non-core businesses identified within TMG. One such business is MAPIT, which falls within the Company’s Books division and which forms the subject matter of the Disposal. 2.2. MAPIT provides navigation data and related navigational mapping services to navigation device suppliers in the South African market and as such MAPIT is not aligned to TMG’s core businesses, being media and retail solutions. 3. DETAILS OF THE DISPOSAL 3.1. Purchase Consideration 3.1.1. NHP will dispose of its 51% (fifty one percent) shareholding in MAPIT to TomTom for a purchase consideration of R37 490 000 (thirty seven million four hundred and ninety thousand rand) payable in cash. 3.1.2. The proceeds of the Disposal will be used to reduce acquisition leverage with respect to future acquisitions more aligned to TMG’s core business. 3.2. Dividend 3.2.1. MAPIT declared and paid a dividend to its shareholders in the sum of R11 000 000 (eleven million rand) prior to the effective date of the Disposal. 3.2.2. The portion of such dividend, attributable and accordingly to NHP (and TMG), as a shareholder, is the amount of R5 610 000 (five million six hundred thousand rand). 3.3. Effective Date 3.3.1. The effective date of the Disposal is 1 June 2013. 4. FINANCIAL EFFECTS OF THE DISPOSAL The table below sets out the pro forma financial effects of the Disposal on the headline earnings and earnings per shares and the net asset value and net tangible asset value per share of TMG, and is based on the published unaudited condensed consolidated group financial results for the six months ended 31 December 2012. The pro forma financial effects are the responsibility of the directors of the Company and have been prepared for illustrative purposes only. Due to their nature, the pro forma financial effects may not give a true reflection of the Company`s financial position as at 31 December 2012. The unaudited pro forma financial effects contained in this announcement are presented in a manner consistent with the format and accounting policies adopted by TMG. Pro forma Percentage Before the After the Increase/ Notes Disposal Disposal (decrease) Headline earnings 1 and 3 28 26 (7%) per share (cents) Earnings per share 1 and 3 (17) (18) (6%) (cents) Net asset value per 2 891 909 2% share (cents) Tangible net asset 2 179 197 10% value per share (cents) Number of shares in 127 077 127 077 - issue, excluding treasury shares (‘000) Weighted average 155 395 155 395 - number of shares in issue (‘000) Notes and assumptions: 1. The headline earnings and earnings per share in the “Before” column have been based on the assumption that the Disposal was effective on 1 July 2012. 2. The net asset value and tangible net asset value per share in the “Before” column have been based on the assumption that the Disposal was effective on 31 December 2012 and that all transaction costs were paid on the effective date. 3. Shareholders are referred to the published unaudited condensed consolidated interim group financial results for the six months ended 31 December 2012 (specifically notes 1 and 2 thereto) for a detailed determination of headline earnings and earnings per share. 4. Proceeds for NHP’s 51% interest – R 37.490 million. 5. Transaction costs based on 3% of proceeds equaling R1.125 million is viewed as capital expenses and therefore not deductible for income tax purposes. 6. Capital gains tax (per KPMG opinion) of R 3.496 million has no impact due to the utilisation of the assessed loss. 7. Proceeds (net of transaction costs) from the sale used to reduce TMG borrowings. Interest saving calculated at the average of the 2 interest rates applicable for the 6 months to 31 December 2012, ie 8.075% and 8.575%. Tax adjustment for interest benefit calculated at 28%. 5. CATEGORISATION AND RELATED PARTY TRANSACTION 5.1. TomTom holds 49% of the total issued share capital of MAPIT and as such is a material shareholder in MAPIT. TomTom is therefore viewed as a related party in terms of the JSE Listings Requirements and the Disposal is therefore viewed as a related party transaction. 5.2. Due to the size of the Disposal, the Disposal is categorised as a small related party transaction. Accordingly, shareholder approval is not required in order to implement the Disposal and this announcement is for information purposes only. 6. INDEPENDENT EXPERT VALUATION 6.1. In terms of section 10.4(f) of the JSE Listing Requirements the Company has appointed PSG Capital as the independent expert in order to provide an opinion on the fairness of the Disposal. Based on opinion provided, the board has found the Disposal to be fair to shareholders. 6.2. The said fairness opinion will lie open for inspection at the Company’s registered office for a period of 28 (twenty eight) days from the date of this announcement. By order of the board 7 June 2013 Johannesburg Sponsor: PSG Capital Proprietary Limited Date: 07/06/2013 02:35:00 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.