TIMES MEDIA GROUP LIMITED - Further update on scheme of arrangement and pre-acquisition dividend

Release Date: 28/04/2015 12:30
Code(s): TMG
Wrap Text
Further update on scheme of arrangement and pre-acquisition dividend

(Incorporated in the Republic of South Africa)
Registration number 2008/009392/06
Ordinary share code: TMG
Ordinary share ISIN: ZAE000169272
("TMG" or "the Company")


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 (“BCIL”), excluding treasury shares, by
way of a scheme of arrangement (“Scheme”), such Scheme having
subsequently been approved by TMG shareholders on 30 March 2015.

Shareholders are further referred to the conditions precedent to the
Scheme (“Scheme Conditions”), as detailed in the Circular, and to
the Company’s announcement dated 16 April 2015, in which
shareholders were advised that the Scheme Conditions referred to in
paragraphs 5.1.4, 5.1.5 and 5.1.6 of the Circular had not yet been

Shareholders are advised that the Scheme Condition referred to in
paragraph 5.1.4 of the Circular has now been fulfilled, with the
result that the only outstanding Scheme Conditions are those
referred to in paragraphs 5.1.5 and 5.1.6 of the Circular, all other
Scheme Conditions having been fulfilled.

As indicated in paragraph 5.5 of the Circular, Blackstar is
entitled, on one occasion only, to extend the date of fulfilment of
all the Scheme Conditions by a period of no longer than four weeks,
by written notice to TMG and BCIL.

Shareholders are advised that TMG has received written notice from
Blackstar extending the fulfilment dates for:

  - the Scheme Condition referred to in paragraph 5.1.5 of the
    Circular to 23h59 on 22 May 2015; and

  - the Scheme Condition referred to in paragraph 5.1.6 of the
    Circular to 23h59 on the third business day following the
    fulfilment of the Scheme Condition referred to in paragraph
    5.1.5 of the Circular.

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”).

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
Scheme Conditions referred to above.

28 April 2015

PSG Capital

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