Investment company Blackstar will make an offer to acquire the entire issued ordinary share capital of Times Media Group (TMG), not already owned by the group.
Blackstar and Blackstar (Cyprus) Investors Limited (BCIL) currently hold 19 149 590 and 21 927 192 TMG Shares, respectively, representing a combined interest of approximately 32.5% of the TMG.
Times Media owns SA newspaper titles including the Sunday Times, the Times, Business Day and the Sowetan.
The offer, if implemented, will result in TMG being delisted from the Johannesburg Stock Exchange (JSE).
The purchase consideration offered to scheme participants for the scheme shares comprises cash and/or new fully paid up Blackstar ordinary shares.
For scheme participants electing to receive cash, a consideration payable for each
scheme share will be R22.00; while scheme participants electing to receive BLK shares, will receive 1.44885 BLK shares to be issued at a price of R16.91 per BLK share, which is equivalent to R24.50 per scheme share.
The maximum cash offer will not exceed R500 million which equates to approximately 24.6% of the scheme consideration, both companies said.
“Blackstar has developed significant knowledge and expertise with regards to TMG and its
operations and is well positioned to extract further value in the face of challenging market
conditions for the benefit of Tiso Blackstar’s shareholders,” Blackstar said by way of rationale for the purchase.
“As a subsidiary of Tiso Blackstar, TMG’s future cash flows may be utilised to support Tiso Blackstar’s broader strategy allowing for potential reinvestment in other value yielding sectors,” it said.