Update on scheme of arrangement and pre-acquisition dividend
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")
UPDATE ON SCHEME OF ARRANGEMENT AND PRE-ACQUISITION DIVIDEND
Shareholders are referred to the joint circular by TMG and Blackstar
Group SE (“Blackstar”) to TMG shareholders, dated 27 February 2015,
regarding Blackstar’s offer to acquire the entire issued ordinary
share capital of TMG, not already owned by Blackstar or Blackstar
(Cyprus) Investors Limited, excluding treasury shares, by way of a
scheme of arrangement (“Scheme”).
As indicated in TMG’s announcement dated 30 March 2015, all
shareholder resolutions in connection with the Scheme were approved
by TMG shareholders at a scheme meeting on 30 March 2015 and at a
subsequent general meeting of shareholders held on the same date.
Shareholders are further referred to the conditions precedent to the
Scheme (“Scheme Conditions”), as detailed in the Circular. As
indicated in the important dates and times section of the Circular,
it was previously anticipated that all Scheme Conditions would be
fulfilled on or about 17 April 2015. Shareholders are advised that
the Scheme Conditions referred to in paragraphs 5.1.4, 5.1.5 and
5.1.6 of the Circular have not yet been fulfilled. All other Scheme
Conditions have been fulfilled.
Shareholders are also referred to TMG’s announcement dated 2 March
2015, advising that, subject to the Scheme becoming unconditional,
the board of directors of TMG had approved and declared a pre-
acquisition dividend of 30 cents per TMG share for TMG shareholders
recorded in TMG’s securities register as at the record date of the
Scheme (“Pre-Acquisition Dividend”), and setting out the anticipated
timetable for such Pre-Acquisition Dividend.
TMG will in due course announce an updated timetable for the
implementation of the Scheme and in relation to the Pre-Acquisition
Dividend, once it has clarity on the fulfilment dates for the final
16 April 2015
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