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Acquisition of Interests in Moneyweb Holdings Ltd from a Deemed Related Party
AFRICAN MEDIA ENTERTAINMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1926/008797/06)
Share Code: AME ISIN: ZAE000055802
("AME" or "the company")
ACQUISITION OF INTERESTS IN MONEYWEB HOLDINGS LIMITED ("Moneyweb") FROM A
DEEMED RELATED PARTY
1. Introduction
Shareholders are referred to the announcement by Moneyweb and AME published on
16 May 2017 to the effect that AME has lodged a firm intention offer with the board of
Moneyweb in terms of which AME will offer to acquire 100% of the issued share capital of
Moneyweb, other than 1 000 000 shares already held by AME and 1 197 196 treasury
shares in Moneyweb, by way of a scheme of arrangement in terms of the Companies Act,
2008 ("the scheme").
2. Deemed related party transaction
Caxton and CTP Publishers and Printers Limited ("Caxton"), the controlling shareholder of
Moneyweb, holds 50,72% in Moneyweb. It has provided a written irrevocable undertaking
that it will vote in favour of the resolutions required to implement the scheme and that it will
accept the share offer contained in the scheme.
The controlling shareholder of Caxton, The Moolman & Coburn Partnership, and its
associates, holds 38% of the issued share capital of AME and the company and Caxton are
therefore deemed to be related parties in terms of the Listings Requirements of the
Johannesburg Stock Exchange ("the Listings Requirements" and "the JSE").
Should the scheme be implemented, AME will acquire the interests of Caxton in Moneyweb
and this acquisition is classified in terms of the Listings Requirements as a small related
party transaction, which requires the issue of a fairness opinion by an Independent
Professional Expert approved by the JSE ("the IPE").
Mazars Corporate Finance Proprietary Limited has been appointed as the IPE and it has
issued a fairness opinion in this regard which will lie for inspection at the registered office of
the company for a period of 28 days from the date of this announcement.
3. Financial effects of the acquisition of the interests of Caxton in Moneyweb ("the
Moneyweb acquisition")
The table below sets out the pro forma financial effects of the Moneyweb acquisition on the
earnings and diluted earnings, headline and diluted headline earnings, net asset value and
tangible net asset value per share in AME based on the published audited results of the
company for the twelve months ended 31 March 2017. The financial effects are the
responsibility of the directors of the company, are prepared for illustrative purposes only and,
because of their nature, may not fairly present the financial position of the company,
changes in its equity or the results of its operations or cash flows after the acquisition.
Pro forma
after the
Moneyweb
acquisition Caxton
based on shareholding
Before the 100% share after the
Moneyweb option Moneyweb
Effect on AME Notes acquisition selection acquisition
Total shares in issue before the transaction
(excluding treasury shares) 7 965 150 8 387 448 218 627
Earnings and diluted earnings per share Cents 1 609.20 555.9 14.5
Headline earnings and diluted headline
earnigs per share Cents 1 606.90 553.8 14.4
Tangible net asset value Cents 2 2 397.50 2 456.1 64.0
Net asset value Cents 2 2 891.20 3 045.1 79.4
Percentage
of
Caxton transaction
Total share of relating to
transaction transaction Caxton
Shares issued on a 100% share option 422 298 218 627 51.80
Deemed value of transaction at 7000 cents per AME share R'000 29 561 15 304 51.80
Notes:
1. The earnings per share, diluted earnings per share, headline earnings per share and diluted headline earnings per share in
the "After" column have been based on the assumption that the acquisition had been effective for the year ended 31 March 2017.
2. The net asset value per share and tangible net asset value per share have been based on the assumption that the acquisition
was effective on 31 March 2017 and that all transaction costs were paid on 1 April 2016.
By order of the board.
Houghton
19 June 2017
Auditors and reporting Independent
Sponsor Corporate advisor accountants Attorneys Professional Expert
Arbor Capital PWC Corporate Finance Grant Thornton Fluxmans Mazars Corporate
Sponsors Proprietary Johannesburg Finance
Limited Partnership
Date: 19/06/2017 12:44:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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