Disposal Of Interest In I-Net Bridge Proprietary Limited 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 (“the Company”) DISPOSAL OF INTEREST IN I-NET BRIDGE PROPRIETARY LIMITED 1. DISPOSAL OF 100% INTEREST IN I-NET BRIDGE PROPRIETARY LIMITED Shareholders are advised that the Company, through its wholly- owned subsidiaries Avusa Media Proprietary Limited, BDFM Publishers Proprietary Limited and Library Network Proprietary Limited (individually referred to as “the Seller” and collectively referred to as “Times Media”), has entered into an agreement (“the Sale Agreement”) with McGregor BFA Proprietary Limited (“the Purchaser”), in terms of which Times Media has disposed of its 100% shareholding in and all claims of whatsoever nature against I-Net Bridge Proprietary Limited (“I-Net”) to the Purchaser for a total purchase consideration of R115 000 000 (“the I-Net Disposal”). 2. THE BUSINESS OF I-NET AND THE RATIONALE FOR THE I-NET DISPOSAL I-Net provides a wide range of investment products comprising real-time and historical market data, packaged with breaking news and powerful analytical tools, allowing investors to make informed decisions. I-Net’s future prospects are dependent on being able to compete in a relatively small, proprietary market with major international players. I-Net further requires investment and a global presence to help retain a competitive offering and improve its prospects for sustainable growth. Times Media is of the view that the Purchaser is better placed to position I- Net to achieve the aforegoing. 3. DETAILS OF THE I-NET DISPOSAL 3.1. Purchase Consideration 3.1.1. Times Media will dispose of its 100% shareholding in and all claims of whatsoever nature against I-Net to the Purchaser for an aggregate purchase consideration of R115 000 000; plus or minus; 3.1.2. the face value of any surplus cash reserves or deficit (“the Surplus Cash Reserves/Deficit”), as at June 30, 2013 of the I-Net Disposal; and 3.1.3. the purchase consideration shall, in addition, increase by up to R10 million in the event of I-Net recovering, within a period of 12 months after the Closing Date, between 10% and 100% or more of the net income which it lost by reason of the changes to the shareholding data provided by STRATE to I-Net, which were implemented on 3 June 2013. 3.2. Use of Purchase Consideration The proceeds of the I-Net Disposal will be used to reduce gearing and for potential future acquisitions more aligned to the Company’s core business. 3.3. Effective Date The effective date of the I-Net Disposal is the last day on which the suspensive conditions (set out in 3.4 below) or November 30, being the last day on which the suspensive conditions are capable of fulfilment or waiver (or such other date as the Purchaser and Times Media may agree in writing from time to time). 3.4. Suspensive conditions The I-Net Disposal is subject to the fulfilment of the following outstanding suspensive conditions: 3.4.1. the competition authorities approving the I-Net Disposal, conditionally or unconditionally; 3.4.2. each Seller and the Company entering into a restraint of trade agreement in favour of the Purchaser and I-Net on terms agreed between the Seller and I-Net and approved by the Purchaser; 3.4.3. the landlord of the leased premises which I-Net leases and where it conducts its business, entering into a new lease agreement with Times Media for a portion of the premises not occupied by I-Net; and 3.4.4. each Seller waiving in writing any and all rights of pre- emption that it may have in respect of the sale shares and delivering the written waivers to the Purchaser in respect of the sale of the sale shares. 4. FINANCIAL EFFECTS OF THE I-NET DISPOSAL The pro forma financial effects of the I-Net Disposal are presented for illustrative purposes only and because of their nature may not give a fair reflection of the Company’s financial position nor of the effect on future earnings after the I-Net Disposal. Set out below are the unaudited pro forma financial effects of the I-Net Disposal, based on the unaudited interim results for the period ended 31 December 2013. The directors of the Company are responsible for the preparation of the unaudited pro forma financial information. Reviewed Unaudited Pro Change (%) before the I- Forma after Net Disposal the I-Net (cents) Disposal (cents) Basic (17) (16) 6% earnings/(loss) per share Basic headline 28 27 (4%) earnings per share Net asset value 891 951 7% per share Net tangible 179 248 39% asset value per share Notes and assumptions: 1. The basic earnings/(loss) per share and basic headline earnings per share figures in the “Pro Forma after the I- Net Disposal” column have been calculated on the basis that the Disposal was effected on 1 July 2012. 2. The net asset value per share and net tangible asset value per share figures in the “Pro forma after the I-Net disposal” column have been calculated on the basis that the I-Net Disposal was effected on 31 December 2012. 3. The total proceeds for the I-Net Disposal is assumed to be R115 million and the proceeds after transaction costs of R1.15 million are assumed to be used for the reduction of borrowings. Financing costs saved on borrowings were calculated based on an interest rate of 8.325% per annum. 4. The taxation rate applicable is assumed to be 28%. 5. The basic earnings/(loss) per share and basic headline earnings per share figures are calculated based on weighted average number of shares in issue of 155 395 129 at 31 December 2012. 6. The net asset value per share and net tangible asset value per share have been calculated based on 127 077 145 shares in issue at 31 December 2012. 7. All adjustments, with the exception of transaction costs, are expected to have a continuing effect. 5. WARRANTIES AND MATERIAL TERMS The I-Net Disposal is subject to warranties that are normal for a transaction of this nature. 6. I-NET DISPOSAL CATEGORISATION In terms of section 9 the Listings Requirements of the JSE Limited, the I-Net Disposal is categorised as a category 2 transaction. By order of the board 8 August 2013 Johannesburg Sponsor PSG Capital Proprietary Limited Legal advisor to TMG Fasken Date: 08/08/2013 08:30:00 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. 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