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Specific Repurchase Of Shares, Distribution Of Circular And Notice Of General Meeting
TISO BLACKSTAR GROUP SE
(Incorporated in England and Wales)
(Registration number SE000110)
(Registered as an external company with limited liability in the Republic of South Africa under registration
number 2011/008274/10)
JSE share code: TBG ISIN: GB00BF37LF46
(“Tiso Blackstar” or “the Company”)
SPECIFIC REPURCHASE OF SHARES, DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
1 INTRODUCTION
1.1 Shareholders are referred to the Company's SENS announcements, dated 27 June 2019,
29 July 2019, 10 September 2019 and 12 September 2019 (“Transaction Announcements”),
regarding the proposed disposal of Tiso Blackstar's South African media, broadcasting and content
assets, as well as it media, broadcasting and content assets in Ghana, Nigeria and Kenya and its
South African radio assets, by way of, respectively, the SA Sale, the Africa Radio Sale and the SA
Radio Sale (as such terms are defined in the applicable Transaction Announcements), to Lebashe
Investment Group (Pty) Ltd (“Lebashe”) for a combined aggregate purchase consideration of
ZAR 1 050 000 000, subject to certain adjustments (collectively, the “Transaction”).
1.2 The Transaction qualifies as a category 1 transaction in terms of the JSE Limited (“JSE”) Listings
Requirements, requiring the approval of Tiso Blackstar shareholders.
2 SPECIFIC REPURCHASE
2.1 Tiso Blackstar has in place an existing long-term incentive scheme for employees, in the form of a
forfeitable share plan, which was previously approved by Tiso Blackstar shareholders and the JSE
(“Forfeitable Share Plan”).
2.2 In terms of the rules of the Forfeitable Share Plan (“FSP Rules”), forfeitable shares may be awarded
to employee participants of the scheme (“Participants”), following which such shares (“Forfeitable
Shares”) are registered in the names of those participants and held for their benefit. The ultimate
vesting of such shares remains subject to the fulfilment of applicable employment and performance
conditions over time.
2.3 Those Participants who are employed by Tiso Blackstar group companies that are being disposed of
under the SA Sale (“Media Participants”), will no longer be employed by the Tiso Blackstar group
following implementation of the SA Sale. This no fault termination of their employment will, under the
FSP Rules, result in all previous unvested awards made to Media Participants vesting as soon as
reasonably practicably possible following the disposal of the relevant Tiso Blackstar group company
by which such person is employed, and once Tiso Blackstar’s remuneration committee has
determined the extent to which the applicable performance or other conditions imposed have been
met (“Early Vesting”).
2.4 The above Early Vesting is expected to reduce the number of Tiso Blackstar shares that would have
vested in favour of Media Participants had it not been for the Transaction. In order to compensate
Media Participants for this, and to ensure that Media Participants are retained by the Tiso Blackstar
group until the Transaction is implemented, the Company’s remuneration committee has determined
that a cash bonus be awarded to Media Participants, subject to the successful implementation of the
Transaction. Should journalists, editors and other key media staff resign prior to implementation of the
Transaction, this could have a serious impact on its successful implementation.
2.5 In addition to the cash bonus and in order to provide Media Participants with an opportunity to dispose
of the Forfeitable Shares that will vest as a result of the above at a fixed market-related price, it is
proposed that Media Participants wishing to do so, be allowed to sell their vested Forfeitable Shares
to the Company (“Specific Repurchase”).
2.6 The Specific Repurchase would involve the repurchase by the Company of a maximum of
2 900 000 Tiso Blackstar shares, from the proceeds of the Transaction, at a price of R3.72 per share,
being equal to the volume weighted average price of Tiso Blackstar shares traded on the JSE over
the 30 trading days up to 31 July 2019, following which such shares may either be cancelled or
retained in treasury, depending on which course of action is considered by the Company’s directors
to be in the best interests of shareholders at the time.
2.7 None of the Media Participants are directors, the company secretary or related persons of Tiso
Blackstar for purposes of the JSE Listings Requirements, and the Specific Repurchase therefore does
not involve related persons.
2.8 In terms of the JSE Listings Requirements, the Specific Repurchase will require shareholder approval
by way of a special resolution. The Media Participants and their associates will be excluded from
voting on such resolution.
2.9 The Specific Repurchase is subject to a reduction of the Company’s share premium account occurring,
so that it can be utilised as distributable reserves from which the Specific Repurchase may be made
(“Capital Reduction”). Such a Capital Reduction requires the approval of shareholders by way of a
special resolution, as well as court approval under the UK Companies Act 2006. Whilst the reserves
arising from the Capital Reduction would be distributable, the Capital Reduction itself will not involve
any distribution or repayment of capital or share premium by the Company and will not reduce the
underlying net assets of the Company.
3 FINANCIAL EFFECTS
3.1 Shareholders should kindly refer to the Company’s SENS announcement dated 10 September 2019,
which contains information regarding the financial effects of the Transaction.
3.2 The Specific Repurchase will be for cash only and will occur from the proceeds of the Transaction. As
such, and assuming that the maximum number of 2 900 000 shares are repurchased by the Company,
the impact of the Specific Repurchase on the financial information of the Company will be as
follows –
3.2.1 as the cash resources available from the proceeds of the Transaction will be used to settle the total
Specific Repurchase consideration and associated costs, the available cash resources will
decrease by approximately R11.1 million; and
3.2.2 it is currently anticipated that up to approximately 2 900 000 Forfeitable Shares that were previously
awarded to Media Participants will vest as a result of the SA Sale (see para 2.3 above in this
regard). In terms of accounting principles, Forfeitable Shares are, prior to their vesting, accounted
for as if they are treasury shares, as they remain subject to the risk of forfeiture should certain
conditions ultimately not be met. Accordingly, should the anticipated maximum number of
2 900 000 Forfeitable Shares vest as a result of the SA Sale (reducing the number of treasury
shares, in terms of accounting principles, by the same number), the repurchase of those shares by
the Company will, in terms of accounting principles, have no impact on the number of treasury
shares should the repurchased shares be cancelled or, should they be retained by the Company,
will result in the number of treasury shares increasing by the number of shares repurchased.
However, in contrast to the above accounting treatment, Forfeitable Shares do not fall within the
definition of treasury shares under the JSE Listings Requirements, meaning that neither the vesting
of the Forfeitable Shares, nor their repurchase would, from a JSE Listings Requirements
perspective, impact on the number of treasury shares (save in the event that the repurchased
shares are not cancelled, in which case treasury shares will increase by the number of shares
retained). Tiso Blackstar currently has 639 262 treasury shares in issue, as defined under the JSE
Listings Requirements.
3.3 Detailed financial information regarding the Transaction, the Specific Repurchase and related matters
is disclosed in the Circular (as defined below) and shareholders are encouraged to consider same to
gain a more complete understanding of their financial effects.
4 DISTRIBUTION OF CIRCULAR AND NOTICE OF GENERAL MEETING
4.1 A circular (“Circular”), detailing the Transaction, the Specific Repurchase, the Capital Reduction and
related matters is being distributed to shareholders today, Friday, 20 September 2019. The Circular
also incorporates a notice convening a general meeting of shareholders (“General Meeting”) for the
purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions
contained therein.
4.2 Notice is hereby given that the General Meeting will be held at Berkeley Square House, Berkeley
Square, Mayfair, London, W1J 6BD, United Kingdom on Wednesday, 23 October 2019 at
9:00 am Greenwich Mean Time (“GMT”) (10:00 am South African Standard Time (“SAST”)), to
consider and, if deemed fit, to pass, with or without modification, the requisite resolutions required for
the Transaction, the Specific Repurchase, the Capital Reduction and related matters.
4.3 The Circular is available in English only. Copies may be obtained during normal business hours from
the registered office of the Company and from the offices of the Company’s sponsor, PSG Capital,
from Friday, 20 September 2019 until Wednesday, 23 October 2019 (both days inclusive). A copy of
the Circular will also be available on the Company’s website at
http://www.tisoblackstar.com/tbg/investors/publications/.
5 IMPORTANT DATES AND TIMES
The table below sets out important dates and times in relation to the General Meeting, the Transaction,
the Specific Repurchase, the Capital Reduction and related matters.
2019
Record date in order to be eligible to receive the Circular, including notice of the Friday, 13 September
General Meeting
Circular distributed to shareholders on Friday, 20 September
Announcement of the distribution of the Circular and of the date and place of the Friday, 20 September
General Meeting released on SENS on
Above announcement published in the South African press on Monday, 23 September
Last day to trade in Tiso Blackstar shares in order to be eligible to attend, Tuesday, 8 October
participate in and vote at the General Meeting
Record date in order to be eligible to attend, participate in and vote at the Friday, 11 October
General Meeting
Forms of proxy in respect of the General Meeting to be lodged by 9:00 am GMT Monday, 21 October
(10:00 am SAST) on
Forms of Proxy not lodged timeously, to be handed to the chairman of the Wednesday, 23 October
General Meeting before the proxy exercises the rights of the shareholder at the
General Meeting on
General Meeting of shareholders to be held at 9:00 am GMT (10:00 am SAST) Wednesday, 23 October
on
Results of General Meeting released on SENS on Wednesday, 23 October
Results of General Meeting published in the press on Thursday, 24 October
SA Sale expected to be implemented on or about Thursday, 31 October
Expected date by which the Capital Reduction will be registered with the UK Wednesday, 20 November
Companies House, as required in order to implement the Specific Repurchase
Expected date for the delisting from the JSE of the shares repurchased by the Wednesday, 27 November
Company in terms of the Specific Repurchase, from the commencement of
trading on the JSE on or about
Africa Radio Sale expected to be implemented by Friday, 29 November
2020
SA Radio Sale expected to be implemented by no later than Friday, 31 July
Notes
1. All of the above dates and times are subject to change. Any changes made will be notified to shareholders
on SENS.
2. Shareholders should note that, as transactions in shares are settled in the electronic settlement system
used by Strate, settlement of trades takes place three business days after such trade. Therefore, persons
who acquire Tiso Blackstar shares after the last day to trade in order to be eligible to vote at the General
Meeting, namely, Tuesday, 8 October 2019, will not be able to vote thereat.
3. If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General Meeting
will remain valid in respect of any such adjournment or postponement.
London
20 September 2019
Corporate Advisor and Sponsor Auditors and Independent Legal Advisor
Reporting Accountants
PSG Capital Deloitte Cliffe Dekker Hofmeyr
Date: 20/09/2019 02:30:00
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