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Wed 11 Dec 2013
Close: 260c 
Day's move: -2 537c (-90.70%)
Volume: 0
Trades: 0
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KML fulfilment of scheme conditions
Kagiso Media (KML) shareholders are referred to the joint announcement released on SENS on 7 November 2013 which advised KML shareholders that all resolutions relating to the implementation of a scheme of arrangement (the "Scheme"), proposed by the independent board of directors of KML ("Independent Board") in terms of section 114 of the Companies Act, 71 of 2008 (as amended) were passed by the requisite majority of KML shareholders entitled to vote at the Scheme meeting convened on the same day.
KML shareholders are advised that all conditions precedent to the Scheme, as detailed in the circular posted to KML shareholders on 9 October 2013 ("Circular"), have been fulfilled and accordingly the Scheme is now unconditional. In terms of the Scheme, each KML shareholder is entitled to receive R28.10 in cash for every KML share held on the Scheme Consideration Record Date.
The expected timetable for the finalisation and implementation of the Scheme is set out below.
- Finalisation date expected to be Friday, 22 November 2013
- Last day to trade in order to be recorded in the register to receive the Scheme Consideration on Friday, 29 November 2013
- Suspension of listing of KML shares at the commencement of trade on the JSE on Monday, 2 December 2013
- Scheme Consideration Record Date expected to be on Friday, 6 December 2013
- Operative date of the Scheme expected to be on Monday, 9 December 2013
- Payment or delivery of the Scheme Consideration to be transferred electronically or posted to certificated KML shareholders (if the surrender and transfer form (yellow) and documents of title are received by the Transfer Secretary on or before 12:00 on the Scheme Consideration Record Date) on or about Monday, 9 December 2013
- Dematerialised KML shareholders expected to have their accounts held at their CSDP or Broker credited with the Scheme Consideration on or about Monday, 9 December 2013
- Expected termination of listing of KML shares on the JSE at the commencement of trade on or about Tuesday, 10 December
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Kagiso -- AGM postponed
The announcement released on SENS on 1 October 2013 made reference to the notice of the Annual General Meeting (AGM) with the scheduled date being Tuesday, 26 November 2013. As a result of the change in the scheme of arrangement timetable per the SENS announcement released on 7 November 2013, the Company’s AGM is hereby postponed to 19 December 2013. The new record date for the AGM will thus be Friday, 13 December 2013.
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Kagiso -- general meeting and salient dates
Kagiso shareholders are referred to the circular (incorporating a notice of general meeting) ("Circular") posted to Kagiso shareholders on 9 October 2013 in terms of which, inter alia, a general meeting of Kagiso shareholders was convened for the purpose of considering and passing resolutions relating to the implementation of a scheme of arrangement (the "Scheme"), proposed by the independent board of directors of Kagiso in terms of section 114 of the Companies Act, 71 of 2008 (as amended) and in terms of which KTH Media, a wholly-owned subsidiary of KTH will acquire the entire issued and to be issued share capital of Kagiso that KTH does not already beneficially own.
Results of the general meeting
Kagiso shareholders are advised that all resolutions required to give effect to the Scheme were passed by the requisite majority of Kagiso shareholders entitled to vote at the Scheme meeting held on Thursday, 7 November 2013 with 94.89% of eligible votes which were voted at the meeting voting in favour of the proposed resolutions.
Conditions precedent to the Scheme
Kagiso shareholders are reminded that the implementation of the Scheme is still subject to the fulfilment of certain conditions precedent, detailed more fully in paragraph 6.3 of the Circular ("Scheme Conditions Precedent").
Revised salient dates and times
It is currently envisaged that the Scheme Conditions Precedent will be fulfilled on or about 21 November 2013. Accordingly, the timetable relating to the Scheme has been revised and the salient dates and times of the revised timetable are set out below. These salient dates and times remain subject to changes as may be agreed by the Independent Board and KTH Media and approved by the JSE and/or the TRP, if required.
- Finalisation date expected to be Friday, 22 November 2013
- Last day to trade in order to be recorded in the register to receive the Scheme Consideration on Friday, 29 November 2013
- Suspension of listing of Kagiso shares at the commencement of trade on the JSE on Monday, 2 December 2013
- Record date to be recorded in the register in order to receive the Scheme Consideration ("Scheme Consideration Record Date") expected to be on Friday, 6 December 2013
- Operative date of the Scheme expected on Monday, 9 December 2013
- Payment or delivery of the Scheme Consideration to be transferred electronically or posted to certificated KML shareholders (if the surrender and transfer form (yellow) and documents of title are received by the Transfer Secretary on or before 12:00 on the Scheme Consideration Record Date) on or about Monday, 9 December 2013
- Dematerialised Kagiso shareholders expected to have their accounts held at their CSDP or Broker credited with the Scheme Consideration on or about Monday, 9 December 2013
- Expected termination of listing of Kagiso shares on the JSE at the commencement of trade on or about Tuesday, 10 December 2013
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| Closing price data source: JSE Ltd. All other statistics calculated by ProfileData. |
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