TIMES MEDIA GROUP LIMITED - Finalisation announcement and timetable for scheme of arrangement and pre-acquisition dividend

Release Date: 19/05/2015 08:00
Code(s): TMG
 
Wrap Text
Finalisation announcement and timetable for 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")

FINALISATION ANNOUNCEMENT AND TIMETABLE FOR 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,(“Circular”) 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”). The Scheme was approved
by TMG shareholders on 30 March 2015.

Shareholders are also referred to TMG’s announcement published on the
Stock Exchange News Service (“SENS”) on 2 March 2015, (“Dividend
Declaration Announcement”) 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
payable to TMG shareholders recorded in TMG’s securities register as
at the record date of the Scheme (“Pre-Acquisition Dividend”).

Shareholders are further referred to the announcements published by
the Company on SENS on 16 April 2015 and 28 April 2015 and are
advised that all the conditions precedent to the Scheme have now been
fulfilled.

As a result of the Scheme becoming unconditional, the Company wishes
to announce the following important dates in relation to the
implementation of the Scheme and the Pre-Acquisition Dividend. Terms
appearing in title case below that are not otherwise defined, bear
the meanings assigned to them in the Circular.
                                                               2015
Last day to trade in order to be recorded in
the Register on the Scheme Consideration
Record Date                                          Friday, 29 May

Last day to trade in order for TMG
Shareholders to qualify for the Pre-
acquisition Dividend                                 Friday, 29 May

Suspension of listing of TMG Shares at the           Monday, 1 June
commencement of trade on the JSE on

Listing on the JSE of the maximum number of
Blackstar Shares that could be issued as Share
Consideration   (assumes  no   Cash   Elections
made), at the commencement of trade on               Monday, 1 June

TMG Shares to commence trading ex entitlement
to Scheme Consideration and ex Pre-acquisition
Dividend                                             Monday, 1 June

Shareholder elections in respect of Scheme
Consideration to be received by no later than
12:00 on                                             Friday, 5 June

Scheme   Consideration Record Date to be
recorded in the Register in order to receive
the Scheme Consideration                             Friday, 5 June

Record date to be recorded in the Register in
order to receive the Pre-acquisition Dividend        Friday, 5 June

Operative Date of the Scheme                         Monday, 8 June

Settlement of the Scheme Consideration               Monday, 8 June

Settlement of the Pre-acquisition Dividend           Monday, 8 June

Adjustment of number of Blackstar Shares
listed on the JSE, based on actual number of
Scheme Consideration Shares issued, at the            Wednesday, 10
commencement of trade on or about                              June

Termination of listing of TMG Shares on the
JSE at the commencement of trade on the JSE on      Tuesday, 9 June

Notes:

1. All times referred to above are references to South African time.
2. TMG share certificates may not be dematerialised or re-
   materialised from 1 June 2015 onwards.

Shareholders are referred to the Dividend Declaration Announcement
for further details regarding the Pre-acquisition Dividend, including
the tax treatment.

19 May 2015
Johannesburg

Sponsor
PSG Capital

Date: 19/05/2015 08:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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