TIMES MEDIA GROUP LIMITED - Results of the Scheme Meeting and the General Meeting

Release Date: 30/03/2015 17:05
Code(s): TMG
 
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Results of the Scheme Meeting and the General Meeting

TIMES MEDIA GROUP 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")

RESULTS OF THE SCHEME MEETING AND THE GENERAL MEETING

Shareholders are referred to the joint announcement published by Blackstar Group SE (“Blackstar”) and TMG
on 18 February 2015, in terms of which Blackstar made an offer to acquire the entire issued ordinary share
capital of TMG, not already owned by Blackstar or Blackstar (Cyprus) Investors Limited (“BCIL”), excluding
treasury shares, by way of a scheme of arrangement (“Scheme”).

In addition, TMG shareholders are referred to the joint announcement published by Blackstar and TMG on 27
February 2015, whereby shareholders were advised that the Scheme circular, incorporating a notice convening
a general meeting of shareholders for purposes of approving the Scheme (“Scheme Meeting”) and a notice
convening a general meeting of shareholders for purposes of authorising, inter alia, the provision of financial
assistance as envisaged in sections 44 and 45 of the Companies Act, No. 71 of 2008, as amended (“General
Meeting”) had been distributed to shareholders (“27 February 2015 Announcement”).

Shareholders are hereby advised that the Scheme Meeting and the General Meeting were held today, 30 March
2015 at TMG’s offices at 4 Biermann Avenue, Rosebank, Johannesburg, and that all of the resolutions were
passed by the requisite majorities of TMG shareholders. The implementation of the Scheme remains subject to
the fulfilment (or waiver, where applicable) of all the outstanding Scheme conditions and the terms envisaged in
the Scheme Circular.

The detailed voting results of the Scheme Meeting are set out below:

                              Votes for        Votes        Number of          Number of            Shares
                             resolution       against      shares voted     shares voted at     abstained as
                                (%) *        resolution       at the          the Scheme        a percentage
                                                (%) *        Scheme          Meeting as a       (%) of shares
                                                             Meeting        percentage (%)         in issue
                                                                             of shares in
                                                                                issue **
Special Resolution                 99.97         0.03      66 926 963              52.67               0.00
Number 1
Approval of the Scheme
in terms of sections 114
and 115 of the
Companies Act

Ordinary Resolution                99.97         0.00      66 909 308               52.65              0.01
Number 1
General authority

Note * - In relation to the total number of shares voted at the Scheme Meeting.
    **  The voting rights otherwise exercisable by Blackstar, BCIL, any other Blackstar subsidiary and any
        directors of Blackstar and BCIL (“Non-voting Shareholders”), in respect of any shares held by them in
        TMG, as well the voting rights in respect of the treasury shares in TMG, were not taken into account for
        any purposes in respect of resolutions listed above (41 688 752 voting rights excluded). Voting rights
        could be exercised in respect of the remaining 85 393 630 issued TMG shares (“Permissible Votes”).
        Special Resolution Number 1 and Ordinary Resolution Number 1 were each approved by 78.36% of the
        Permissible Votes.

The detailed voting results of the General Meeting are set out below:

                              Votes for       Votes          Number of          Number of            Shares
                             resolution      against       shares voted      shares voted at     abstained as
                                (%) *       resolution     at the General      the General       a percentage
                                               (%) *           Meeting        Meeting as a       (%) of shares
                                                                             percentage (%)         in issue
                                                                              of shares in
                                                                                 issue **
Special Resolution                 99.89         0.11       69 345 914              54.57               0.01
Number 1
Authority to provide
financial assistance in
terms of section 45 of the
Companies Act

Special Resolution                 99.08         0.92       69 345 914               54.57              0.01
Number 2
Authority to provide
financial assistance in
terms of section 44 of the
Companies Act

Ordinary Resolution               100.00         0.00       69 345 914               57.57              0.01
Number 1
General authority

Note * - In relation to the total number of shares voted at the General Meeting
    **  The Non-voting Shareholders voluntarily elected not to vote in respect of the resolutions listed above
        and accordingly the voting rights of the Non-voting Shareholders, as well the voting rights in respect of
        the treasury shares in TMG, were not taken into account for any purposes in respect of resolutions
        listed above (41 688 752 voting rights excluded). The shares voted in favour of Special Resolution
        Number 1, Special Resolution Number 2 and Ordinary Resolution Number 1 represent, respectively,
        81.12%, 80.47% and 81.21% of all issued TMG shares, excluding the shares held by Non-voting
        Shareholders and treasury shares.

IMPORTANT DATES AND TIMES

Shareholders are referred to the important dates and times set out in the 27 February 2015 Announcement and
in the Scheme circular (which is available on TMG’s website at www.timesmedia.co.za), which set out the
remaining important dates and times relating to the Scheme.

30 March 2015
Johannesburg

Sponsor
PSG Capital

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