To view the PDF file, sign up for a MySharenet subscription.

TIMES MEDIA GROUP LIMITED - TMG \ BCK - Posting of Circular, Notices of Scheme Meeting and General Meeting and Important Dates and Times

Release Date: 27/02/2015 15:30
Code(s): TMG BCK     PDF:  
 
Wrap Text
TMG \ BCK - Posting of Circular, Notices of Scheme Meeting and General Meeting and Important Dates and Times

TIMES MEDIA GROUP LIMITED
(Incorporated in the Republic of South Africa)
Registration number 2008/009392/06
Share code: TMG
ISIN: ZAE 000169272
("TMG")


BLACKSTAR GROUP SE
Incorporated in Malta
(Company Number SE4)
(Registered as an external company with limited liability in the
Republic of South Africa under registration number 2011/008274/10)
LSE Ticker: BLCK
JSE Share Code: BCK
ISIN: MT0000620113
(“Blackstar”)



POSTING OF CIRCULAR, NOTICES OF SCHEME MEETING AND GENERAL MEETING
AND IMPORTANT DATES AND TIMES

FULFILMENT OF CONDITIONS PRECEDENT TO POSTING OF CIRCULAR

Blackstar and TMG shareholders are referred to the joint
announcement published by Blackstar and TMG on 18 February 2015
(“the Announcement”), regarding the firm intention of Blackstar to
make an 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”).

Shareholders are advised that all the conditions precedent to the
posting of the Scheme circular (“Circular”) to TMG’s shareholders
(“TMG Shareholders”), as set out in paragraph 9 of the
Announcement, have been fulfilled.

POSTING OF CIRCULAR

Shareholders are hereby advised that the Circular, containing
details of the Scheme, will be posted and electronically
distributed to TMG Shareholders today, 27 February 2015. The
Circular incorporates a notice convening a general meeting of TMG
Shareholders for purposes of approving the Scheme (“Scheme
Meeting”) and a notice convening a general meeting of TMG
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”).

The Circular is also available on TMG’s website at
www.timesmedia.co.za.

TMG Shareholders are advised to review the Circular for the full
terms and conditions of the Scheme.

NOTICE OF SCHEME MEETING AND NOTICE OF GENERAL MEETING OF TMG
SHAREHOLDERS

Notice is hereby given that the Scheme Meeting will be held at
10h00 on Monday, 30 March 2015 at TMG’s offices at 4 Biermann
Avenue, Rosebank, Johannesburg, Gauteng, for the purpose of
considering and, if deemed fit, approving, with or without
modification, the resolutions set out in the notice of the Scheme
Meeting included in the Circular.

Notice is further given that the General Meeting will be held at
11h00, or as soon as reasonably possible after the conclusion of
the Scheme Meeting, whichever is the earlier, on the same date and
at the same venue as the Scheme Meeting, as set out above, for the
purpose of considering and, if deemed fit, approving, with or
without modification, the resolutions set out in the notice of the
General Meeting included in the Circular.


IMPORTANT DATES AND TIMES RELATING TO THE SCHEME

The important dates and times relating to the Scheme are set out
below.   Terms appearing in title case in the important dates and
times below and in the notes thereto and that are not otherwise
defined, bear the meanings assigned to them in the Circular.
                                                                           2015
Record date for TMG Shareholders to be                               Friday, 20
recorded in the Register in order to receive                           February
the Circular




Circular posted to TMG Shareholders and                              Friday, 27
notices convening the Scheme Meeting and the                           February
General Meeting released on SENS on




Notice of Scheme Meeting and notice of General                        Monday, 2
Meeting published in the South African press                              March
on




Last day to trade in order to be able to vote                        Friday, 13
at the Scheme Meeting and the General Meeting,                            March
on




Scheme Voting Record Date being 17:00 on                             Friday, 20
                                                                          March


Record date for TMG Shareholders to be                               Friday, 20
recorded in the Register in order to be                                   March
eligible to attend, speak and vote at the
General Meeting, being 17:00 on


Proxy forms to be lodged at the Transfer                           Thursday, 26
Secretaries preferably by 10:00 on                                        March

Last date and time for Dissenting Shareholders                       Monday, 30
to give notice to TMG objecting, in terms of                              March
section 164(3) of the Companies Act, to the
Scheme Special Resolution for purposes of
their Appraisal Rights, by 10:00 on


Proxy forms  not lodged with the Transfer                            Monday, 30
Secretaries to be handed to the chairman of                               March
the Scheme Meeting before the proxy exercises
the rights of the TMG Shareholder at the
relevant Shareholder Meeting on


Scheme Meeting to be held at 10:00 on                                 Monday, 30
                                                                           March


General Meeting to be held at 11:00 or as soon                        Monday, 30
as reasonably possible after the conclusion of                             March
the Scheme Meeting, whichever is the earlier,
on




Results of the Scheme Meeting and the General                         Monday, 30
Meeting released on SENS on                                                March




Results of the Scheme Meeting and the General                        Tuesday, 31
Meeting published in the South African press                               March
on
If the Scheme is approved by TMG Shareholders
at the Scheme Meeting:




Last date for TMG Shareholders who voted                            Wednesday, 8
against the Scheme to require TMG to seek                                  April
court approval for the Scheme in terms of
section 115(3)(a) of the Companies Act (where
applicable) on




Last date for TMG Shareholders who voted                            Wednesday, 15
against the Scheme to apply to court for leave                              April
to apply for a review of the Scheme in terms
of section 115(3)(b) of the Companies Act on




Last date for TMG to send objecting                                  Wednesday, 15
Shareholders notices of the adoption of the                                  April
Scheme Special Resolution, in accordance with
section 164(4) of the Companies Act, on




Action

The following dates assume that neither court
approvals nor the review of the Scheme is
required and will be confirmed in the
finalisation announcement if the Scheme
becomes unconditional:

Finalisation Date expected to be on                                     Friday, 17
                                                                             April


Finalisation Date announcement expected to be                           Friday, 17
released on SENS on                                                          April




Finalisation Date announcement expected to be                           Monday, 20
published in the South African press on                                      April




Scheme LDT expected on                                               Thursday, 30
                                                                             April


Last day to trade in order for TMG                                    Thursday, 30
Shareholders to qualify for the Pre-                                         April
acquisition Dividend




Suspension of listing of TMG Shares at the                           Monday, 4 May
commencement of trade on the JSE expected on




Listing on the JSE of maximum number of                               Monday, 4 May
Blackstar Shares that could be issued as Share
Consideration (assumes no Cash Elections
made), at the commencement of trade on




TMG Shares to commence trading ex entitlement                         Monday, 4 May
to Scheme Consideration and ex Pre-acquisition
Dividend on

Scheme Consideration Record Date to be                                Friday, 8 May
recorded in the Register in order to receive
the Scheme Consideration expected to be on or
about



Record date to be recorded in the Register in                         Friday, 8 May
order to receive the Pre-acquisition Dividend
expected to be on or about



Operative Date of the Scheme expected to be on                            Monday, 11
                                                                                 May


Settlement of the Scheme Consideration                                    Monday, 11
expected to occur on                                                             May




Settlement of the Pre-acquisition Dividend                                 Monday, 11
expected to occur on                                                              May




Adjustment of number of Blackstar Shares                                    Monday, 11
listed on the JSE, based on actual number of                                       May
Scheme Consideration Shares issued, expected
at the commencement of trade on



Termination of listing of TMG Shares on the                                 Tuesday, 12
JSE at the commencement of trade on the JSE                                         May
expected on

Notes:

1.      The above dates and times are subject to such changes as may
        be agreed to by TMG and Blackstar and approved by the JSE
        and/or the Takeover Panel, if required.
2.      TMG Shareholders who wish to exercise their Appraisal Rights
        are referred to Annexure 9 to the Circular for purposes of
        determining the relevant timing for the exercise of their
        Appraisal Rights.
3.      If the Scheme Meeting is adjourned or postponed, forms of
        proxy submitted for the initial Scheme Meeting will remain
        valid in respect of any adjournment or postponement of the
        Scheme Meeting.
4.      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.
5.      Although the salient dates and times are stated to be 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 Companies Regulations, where
        applicable, and any such consents or dispensations must be
        specifically applied for and granted.
6.      All times referred to in the Circular are references to South
        African time.

27 February 2015
Johannesburg


Corporate advisor and JSE transaction sponsor to Blackstar

     One Capital

Corporate advisor and sponsor to TMG

     PSG Capital

AIM NOMAD to Blackstar

     Liberum Capital

     Christopher Bowman – 0203 100 2222

Date: 27/02/2015 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Email this JSE Sens Item to a Friend.

Share This Story