Disposal of interests in Monte cinemas and Suncoast cinemas 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”) DISPOSAL OF INTERESTS IN MONTE CINEMAS AND SUNCOAST CINEMAS 1. DISPOSAL OF 51% OF MONTE CINEMAS 1.1. Shareholders are advised that the Company, through its wholly-owned subsidiary Avusa Entertainment Investments Proprietary Limited (“Times Media”), has entered into an agreement with Tsogo Sun Casinos Proprietary Limited (“the Purchaser”), Nu Metro Filmed Entertainment Proprietary Limited (“Nu Metro Filmed Entertainment”) and Monte Cinemas Proprietary Limited (“Monte Cinemas”) in terms of which Times Media has disposed of its 51% shareholding in and all claims of whatsoever nature against Monte Cinemas to the Purchaser for a total purchase consideration of R20 million (“the Monte Disposal”). 1.2. In addition to the Monte Disposal, the Company is also in the process of disposing of Nu Metro Cinemas. It should be noted that the Monte Disposal does not form part of the disposal of Nu Metro Cinemas. 2. RATIONALE FOR MONTE 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 Monte Cinemas, which falls within the Company’s entertainment division and which forms the subject matter of the Monte Disposal. 2.2. Monte Cinemas provide film entertainment and related services to the South African market and as such, is not aligned to TMG’s core businesses, being media and retail solutions. 2.3. In terms of the Monte Disposal, Times Media’s co- shareholder in Monte Cinemas elected to exercise its pre- emptive right and acquire Times Media’s entire shareholding in Monte Cinemas. Therefore the Monte Cinemas will not form part of the Nu Metro Cinema disposal process. 3. DETAILS OF THE MONTE DISPOSAL 3.1. Purchase Consideration 3.1.1. Times Media will dispose of its 51% shareholding in and all claims of whatsoever nature against Monte Cinemas (“the Monte Equity”) to the Purchaser for a total purchase consideration of R20 000 000, payable in cash on the effective date of the Monte Disposal, against delivery of the Monte Equity. 3.1.2. The proceeds of the Monte Disposal will be used to reduce gearing and for potential future acquisitions more aligned to TMG’s core business. 3.2. Effective Date 3.2.1. The effective date of the Monte Disposal is 28 June 2013, being the 3rd business day following the date of signature of the Monte Disposal agreement by the last party signing (“the Effective Date”). 3.2.2. The Monte Disposal is not subject to the fulfilment of any suspensive conditions. 3.3. Other significant terms Following the implementation of the Monte Disposal agreement the Purchaser will own 100% of the issued shares in Monte Cinemas and the current shareholders' agreement in respect of Monte Cinemas, the current management agreement in terms of which Monte Cinemas appointed Nu Metro Theatres, then a division of Nu Metro Filmed Entertainment, to manage the business and affairs of Monte Cinemas and the intellectual property licence agreement in terms of which Nu Metro Filmed Entertainment granted Monte Cinemas the right to use the name and trademark "Nu Metro" and associated logo, in relation to the business of Monte Cinemas will be cancelled ipso facto with effect from the Effective Date. 4. MANAGEMENT AGREEMENT Times Media Proprietary Limited will continue to manage the business operated by Monte Cinemas following the conclusion of the Monte Disposal in terms of a new management agreement in terms of which (i) Times Media Proprietary Limited shall render certain services to Monte Cinemas with effect from the Effective Date and (ii) Times Media Proprietary Limited shall grant to Monte Cinemas a non- exclusive, royalty-free licence to use the "Nu Metro" trade mark in connection with the business of Monte Cinemas for the duration of the new management agreement. 5. FINANCIAL EFFECTS OF THE MONTE DISPOSAL In terms of the JSE Listings Requirements the financial effects of the Monte Disposal are not significant and are below the reporting threshold. 6. MONTE DISPOSAL CATEGORISATION AND RELATED PARTY TRANSACTION 6.1. The Purchaser holds 49% of the total issued share capital of Monte Cinemas and as such, is a material shareholder in Monte Cinemas. The Purchaser is therefore viewed as a related party in terms of the Listings Requirements of the JSE Limited (“JSE”) and the Monte Disposal is therefore viewed as a related party transaction. 6.2. Due to the size of the Monte Disposal, the Monte Disposal is categorised as a small related party transaction in terms of the JSE Listings Requirements. Accordingly, shareholder approval is not required in order to implement the Monte Disposal and this announcement is for information purposes only. 7. MONTE DISPOSAL INDEPENDENT EXPERT VALUATION 7.1. 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 Monte Disposal insofar as the shareholders of the Company are concerned. Based on the opinion provided, the board of TMG has found the Monte Disposal to be fair to shareholders. 7.2. The said fairness opinion has been approved by the JSE and 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. 8. DISPOSAL OF 50% OF SUNCOAST CINEMAS 8.1. In addition to the Monte Disposal, Times Media has also disposed of its 50% shareholding in Three Groups Cinemas Proprietary Limited (“Suncoast Cinemas”) to Whitehorse Investments Proprietary Limited and Avalon Three Groups Investments Proprietary Limited, the other shareholders of Suncoast Cinemas in equal shares (“the Suncoast Disposal”)for a total consideration of R17 million. The Suncoast Disposal does not require shareholder approval and is disclosed to shareholders herein for information purposes only. 8.2. Suncoast Cinemas also provides film entertainment and related services to the South African market and as such, is similarly not aligned to TMG’s core businesses as described above. 8.3. In terms of the Suncoast Disposal, TMG’s co-shareholder in Suncoast Cinemas elected to exercise its pre-emptive right and acquire Times Media’s entire shareholding in Suncoast Cinemas. 8.4. It should be noted that the Suncoast Disposal does not form part of the disposal of Nu Metro Cinemas referred to above. By order of the board 25 June 2013 Johannesburg Sponsor: PSG Capital Proprietary Limited Legal Advisor: Edward Nathan Sonnenbergs Inc. Date: 25/06/2013 04:50:00 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.