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Joint announcement regarding the offer by KTH
Kagiso Media Limited KTH Media Holdings Proprietary Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
Registration number: 1957/000036/06 Registration number: 2013/055244/07
Ordinary share code: KGM ("KTH Media")
ISIN code: ZAE000014007
("KML") or ("the Company")
Kagiso Tiso Holdings Proprietary Limited
Incorporated in the Republic of South Africa
Registration number: 2011/000848/07
("KTH")
JOINT ANNOUNCEMENT REGARDING THE OFFER BY KTH, THROUGH ITS WHOLLY
OWNED SUBSIDIARY KTH MEDIA, TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED
ORDINARY SHARE CAPITAL OF KML THAT KTH DOES NOT ALREADY BENEFICIALLY
OWN, POSTING OF TRANSACTION CIRCULAR TO KML SHAREHOLDERS, NOTICE OF
GENERAL MEETING AND SALIENT DATES AND TIMES ANNOUNCEMENT
1. Introduction
KML Shareholders are referred to the joint announcement released by KML, KTH and KTH Media
on 10 September 2013 ("FIA") regarding:
- the offer by KTH Media (the “Offer”), a wholly owned subsidiary of KTH, to acquire the
entire issued and to be issued ordinary share capital of KML that KTH does not already
beneficially own ("Offer Shares”) by way of a scheme of arrangement (the “Scheme”) in
terms of section 114 of the Companies Act, 2008 as amended (the “Companies Act”) and
the settlement of the vested options to subscribe for shares in KML in terms of the KML
Share Option Scheme (the “Options”) by way of a comparable offer to holders of the
Options; and
- upon implementation of the Scheme, the termination of the listing of KML shares on the
JSE ("Delisting") (the Scheme, together with the Delisting, referred to herein as the
"Proposed Transaction").
2. Independent Board and Independent Expert’s opinion
The sub-committee of independent non-executive directors of the KML Board (“Independent
Board”) appointed Ernst & Young Advisory Services (Proprietary) Limited (the “Independent
Expert”) to consider the terms and conditions of the Proposed Transaction and whether such
terms and conditions are fair and reasonable to KML Shareholders and holders of Options in
terms of the Companies Act and the Companies Regulations, 2011.
In terms of the Offer, KML Shareholders will be entitled to receive either (“Scheme
Consideration”):
- a cum-dividend scheme consideration of R28.50 per Offer Share (“Unadjusted Scheme
Consideration”), if the dividend of 40 cents per share which was declared by KML on 17
September 2013 (“Dividend”) is not paid to KML shareholders prior to the operative date
of the Scheme (which is expected to be on or about 25 November 2013) (“Operative
Date”); or
- an ex-dividend scheme consideration of R28.10 per Offer Share, if the Dividend is paid to
KML shareholders prior to the Operative Date.
Holders of Options will participate in the Offer by receiving a cash consideration equivalent to the
“in the money” value of such Options, on a net cash cancellation basis, being an amount equal to
the difference between the Unadjusted Scheme Consideration of R28.50 and the strike price of
the relevant Options.
The Independent Expert has considered the terms and conditions of the Scheme and the
comparable offer to holders of Options, and is of the opinion that, at the date of issue of its
opinion, the Scheme Consideration and the consideration payable to holders of Options in terms
of the comparable offer, is both fair and reasonable to Scheme Participants and holders of
Options, as the case may be, and has advised the Independent Board accordingly.
The Independent Board has considered the terms and conditions of the Proposed Transaction
and, taking into account the opinion of the Independent Expert, is of the opinion that the terms
and conditions of the Proposed Transaction are fair and reasonable to KML shareholders and
holders of Options and on this basis the Independent Board unanimously supports the Proposed
Transaction. Furthermore, all the KML directors who own KML shares or Options in their
personal capacities intend to vote in favour of the Proposed Transaction and have included
statements to this effect in the circular to be posted to KML shareholders today, Wednesday, 9
October 2013 regarding the Proposed Transaction ("the Circular").
The substance of the external advice received from the Independent Expert is also included in the
Circular.
3. Posting of the Circular
The Circular, incorporating a notice of general meeting ("the Notice"), a form of proxy as well as a
surrender and transfer form, has been posted today, Wednesday, 9 October 2013.
KML shareholders are advised that the Circular is also available on KML's website:
www.kagisomedia.co.za
Capitalised terms not defined in this announcement shall bear the meanings ascribed to them in
the Circular.
4. General meeting of KML shareholders and salient dates and times
The general meeting of KML shareholders convened in terms of the Notice to vote on, inter alia,
the ordinary and special resolutions required to approve the Scheme, will be held at the
registered office of KML at Kagiso Tiso House, 100 West Street, Wierda Valley, Sandton,
Johannesburg at 10:00 on Thursday, 7 November 2013.
The salient dates and times for the Proposed Transaction will be as follows:
2013
Record date to determine which shareholders are eligible to receive the Friday, 4 October
Circular
Circular posted to KML shareholders and notice convening the general Wednesday, 9 October
meeting released on SENS
Last day to trade in KML shares in order to be recorded in the register on Friday, 25 October
the Scheme Voting Record Date on
Scheme Voting Record Date being 17h00 on Friday, 1 November
Last day to lodge forms of proxy in respect of the general meeting by Tuesday, 5 November
10:00 on
Last date and time for KML shareholders to give notice, in terms of Thursday, 7 November
section 164 of the Companies Act, to KML objecting to the special
resolution approving the Scheme by 10:00 on
General meeting of KML shareholders to be held at Kagiso Tiso House, Thursday, 7 November
100 West Street, Wierda Valley, Sandton at 10:00 on
Results of the general meeting released on SENS on Thursday, 7 November
Results of the general meeting published in the South African press on Friday, 8 November
If the Scheme is approved by KML shareholders at the general Thursday, 21 November
meeting:
Last date on which KML shareholders who voted against the resolution
can make application to the Court in terms of section 115(3) of the
Companies Act on
Last date for KML to send objecting KML shareholders notices of the Thursday, 21 November
adoption of the special resolution approving the Scheme, in terms of
section 164 of the Companies Act on
If no KML shareholders exercise their rights in terms of section 115
of the Companies Act:
Finalisation date expected to be on Friday, 8 November
Finalisation date announcement expected to be published on SENS on Friday, 8 November
Expected Scheme LDT in order to be recorded in the register to receive Friday, 15 November
the Scheme Consideration on
Suspension of listing of KML shares at the commencement of trade on Monday, 18 November
the JSE expected to be on
Scheme Consideration Record Date to be recorded in the register in order Friday, 22 November
to receive the Scheme Consideration expected to be on
Expected Operative Date of the Scheme on Monday, 25 November
Payment or delivery of the Scheme Consideration to be transferred Monday, 25 November
electronically or posted to certificated KML shareholders (if the surrender
and transfer form (yellow) and documents of title are received by the
Transfer Secretary on or before 12:00 on the Scheme Consideration
Record Date) on or about
Dematerialised KML shareholders expected to have their accounts held at Monday, 25 November
their CSDP or Broker credited with the Scheme Consideration on or about
Expected termination of listing of KML shares on the JSE at the Tuesday, 26 November
commencement of trade on or about
Notes:
1. The above dates and times are subject to such changes as may be agreed to by the Independent Board
and KTH Media and approved by the JSE and/or the TRP, if required.
2. KML shareholders should note that, as trade in KML shares on the JSE is settled through Strate,
settlement of trades takes place five Business Days after the date of such trades. Therefore, KML
shareholders who acquire KML shares on the JSE after the last day to trade in KML shares in order to
be recorded in the register on the Scheme voting record date will not be entitled to vote at the general
meeting.
3. Dematerialised shareholders, other than own-name dematerialised shareholders, must provide their
CSDP or Broker with their instructions for voting at the general meeting by the cut-off time and date
stipulated by their CSDP or Broker in terms of their respective custody agreement.
4. No dematerialisation or re-materialisation of KML shares may take place from the Business Day
following the Scheme LDT.
5. If the general meeting is adjourned or postponed, forms of proxy submitted for the initial general
meeting will remain valid in respect of any adjournment or postponement of the general meeting.
6. Although the salient dates and times are subject to change, such statement may not be regarded as
consent or dispensation for any change to time periods which may be required in terms of the Takeover
Regulations, where applicable, and any such consents or dispensations must be specifically applied for
and granted.
Sandton
9 October 2013
Merchant bank, sole financial advisor and Sole financial advisor to KTH Media and KTH
transaction sponsor to KML Standard Chartered Bank
Rand Merchant Bank, a division of FirstRand
Bank Limited
Independent Expert to KML Sole debt arranger to KTH Media and KTH
Ernst & Young Advisory Services Nedbank Limited (acting through its Nedbank
(Proprietary) Limited Capital and Nedbank Corporate divisions)
Legal advisor to KML Legal advisor to KTH Media and KTH
Werksmans Attorneys Webber Wentzel
Sponsor to KML Communication advisor to KTH and KTH
Investec Bank Media
Brunswick
Date: 09/10/2013 04:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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