TMG 201309170005A Category 2 transaction announcement: Acquisition of a 32.26% interest in Multimedia Group Limited in Ghana Times Media Group Limited Incorporated in the Republic of South Africa Registration number: 2008/009392/06 Ordinary share code: TMG ISIN code: ZAE000169272 (“TMG”) or (“the Company”) CATEGORY 2 TRANSACTION ANNOUNCEMENT: ACQUISITION OF A 32.26% INTEREST IN MULTIMEDIA GROUP LIMITED IN GHANA 1. Introduction TMG is pleased to announce the acquisition by the Company of a 32.26% interest in Multimedia Group Limited (“Multimedia”) in Ghana through the subscription for ordinary and preference shares in the share capital of Multimedia, for ZAR144 million (“the Acquisition”). 2. Description of the business carried on by Multimedia Multimedia is a radio and television business and is the largest independent media company in Ghana. Multimedia was founded in 1995 and currently owns and manages six of Ghana’s leading radio stations, three on-line media sites, a multi-channel satellite television service and a marketing and events management business. Its television channels also offer access into the broader West African market, particularly Nigeria. In 2009, Multimedia launched its free-to-air television platform, MultiTV (“MultiTV”). The Ghanaian television market has seen massive growth over the past four years, and to date MultiTV has sold 1,2 million set top boxes. Most of the growth in MultiTV was funded with expensive debt which has strained the cash flows of Multimedia, hampering its ability to grow. TMG’s capital investment will be used to retire all of Multimedia’s debt, leaving the business in a powerful position to deliver further growth in television and sustainable profitability. Multimedia’s two businesses (Television and Radio) are in very distinct phases of their investment cycle. Radio is established, has the largest market share, is profitable and cash flow positive, while television is still in the building phase and is making losses. Its television business is well positioned for anticipated regional growth in the television consumer and advertising market and to improve its existing market share. Multimedia has Ghana’s most sophisticated radio and TV sales and advertising team. As free-to-air television is dependent on having strong advertising sales for its revenue, this gives Multimedia a distinct advantage over competitors. Multimedia’s brands include: – Joy FM – the largest English language radio station targeting middle to upper income listeners. Joy is by far the leading station for on-air promotions in the country; 2 – Adom Radio – Akan language station based in Tema with a talk and music format; – Luv FM – located in Ghana’s second largest commercial city, Kumasi and targets middle to upper income listeners; – Nhyira FM – Akan language station based in Kumasi which targets middle to mass market listeners; – Hitz FM – music and entertainment station based on Accra which targets the youth market; – Asempa FM – 24 hour all talk station – Akan language station in Accra which targets the mass market; – MultiTV – a nationwide free-to-air television platform in Ghana operating five core owned and managed channels and carrying other third party channels on its set top boxes. The core channels include Joy News, Joy TV, Cine Afrik, 4kids and a local language channel Adom; – www.myjoyonline.com – web-based news, also streams content from radio and television stations; and – MultiMedia Events – the largest event organiser in Ghana. MultiMedia has an impressive and entrepreneurial management team and is majority-owned and managed by its founder. It operates with high levels of corporate governance, accountability, efficiency and transparency. Management is highly focused and closely aligned with TMG’s philosophy and strategy. 3. Rationale of the Acquisition TMG’s strategy in Africa is to take strategic stakes in quality media companies, backing solid management teams who understand the environment and nuances of doing business in particular regions. TMG offers strategic management and board support and in particular can harness its existing content and content supply relationships to further build MultiTV’s offering. TMG also offers the opportunity for world class editorial, production and channel training to Multimedia. The Acquisition therefore represents a significant opportunity to realise TMG’s strategy of geographical and format diversification as well as harness its existing content and management expertise. Ghana represents an attractive investment destination and over the medium-term its future is secure. Its stable political environment offers strong growth prospects and a springboard into a much larger West African market with a current population of 250 million. In order to monetise the content that TMG owns and represents, TMG needs further channels to market across the media spectrum including radio, TV and internet. Multimedia allows TMG to access a different medium in a different market. TMG management intends working closely with Multimedia to develop not only television programming for Ghanaian and Nigerian audiences but also to supply other content. 3 4. Purchase consideration 4.1. The purchase consideration of ZAR144 million paid by TMG in respect of the Acquisition was settled as follow: 4.1.1. TMG has invested ZAR96 million (at the current exchange rate of GHS/ZAR 4,64) by subscribing for new ordinary shares (“the Ordinary Shares”) such that after the subscription the Ordinary Shares are entitled to 21,51% of the enlarged issued share capital when including the new preference shares described below (“the Ordinary Share Subscription”); and 4.1.2. TMG has invested ZAR48 million (at the current exchange rate of GHS/ZAR 4.64) by subscribing for new non-cumulative, redeemable, participating preference shares (“the Preference Shares”) such that after the subscription the Preference Shares are entitled to 10,75% of the enlarged issued share capital when including the Ordinary Shares (“the Preference Share Subscription”). The terms of the Preference Shares are as follows: 4.1.2.1. the Preference Shares are non-cumulative and accordingly will not accrue interest; 4.1.2.2. the Preference Shares rank pari passu with the Ordinary Shares in all material respects except in a liquidation event as described below; 4.1.2.3. in the event of a liquidation, the Preference Shares will rank ahead of the Ordinary Shares and will have a liquidation preference equal to twice their initial value of GHS10,4 million; and 4.1.2.4. the Preference Shares are convertible into ordinary shares on a one-for-one basis at the election of TMG within 4 years of their issue and they will automatically convert to ordinary shares on the 4th anniversary of their issue date. 4.1.3. In addition, TMG will provide Multimedia with a Rand denominated shareholder loan facility of R40 million (“the Shareholder Loan Facility”). The Shareholder Loan Facility will accrue interest at prime plus 2% and interest payments will be made semi-annually in arrears. The Shareholder Loan Facility will not be drawn on immediately and will be available on request. The Shareholder Loan Facility will be used to fund the capital expenditure of Multimedia’s expansion program as the interest rate is significantly lower than that charged by banks in Ghana. TMG will utilise its own working capital facility with local banks for this loan with adequate security from Multimedia. 5. Conditions precedent The Acquisition is not subject to any outstanding conditions precedent. 6. Pro forma financial effects 4 The pro forma financial effects of the Acquisition are presented for illustrative purposes only and because of their nature may not give a fair reflection of the Company’s financial position nor of the effect on future earnings after the Acquisition. Set out below are the unaudited pro forma financial effects of the Acquisition, based on the unaudited condensed consolidated interim group financial results for the six months ended 31 December 2012. The directors of TMG are responsible for the preparation of the unaudited pro forma financial information. Unaudited Unaudited Percentage before the Pro Forma increase/ (decrease) Acquisition after the (cents) Acquisition (cents) Basic loss per (17) (20) (18%) share Basic headline 28 25 (11%) earnings per share Net asset value 891 891 0% per share Net tangible asset 179 179 0% value per share Notes and assumptions: 1. The basic loss per share and basic headline earnings per share figures in the “Unaudited Pro Forma after the Acquisition” column have been calculated on the basis that the Acquisition was effected on 1 July 2012. 2. The net asset value per share and net tangible asset value per share figures in the “Unaudited Pro forma after the Acquisition” column have been calculated on the basis that the Acquisition was effected on 31 December 2012. 3. The taxation rate applicable is assumed to be 28%, and the applicable GHS/ZAR exchange rate is assumed to be 4,64. 4. The total purchase consideration for the Acquisition is assumed to be ZAR144 million, funded from TMG’s cash reserves earning a bank credit interest rate of 2,8% per annum. 5. Transaction costs of approximately ZAR200 000 are assumed for the Acquisition. 6. The basic earnings per share and basic headline earnings per share figures are calculated based on weighted average number of shares in issue of 155 395 129 for the six months ended 31 December 2012. 7. The net asset value per share and net tangible asset value per share are calculated based on 127 077 145 shares in issue at 31 December 2012. 8. All adjustments, with the exception of transaction costs, are expected to have a continuing effect. 7. Effective date of the Acquisition 5 The effective date of the Acquisition is 12 September 2013. 8. Classification of the transaction The Acquisition is classified as a Category 2 transaction in terms of the Listings Requirements of the JSE Limited. 17 September 2013 Sponsor: PSG Capital Date: 17/09/2013 07:10:00 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. 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