Primedia to acquire remaining NAIL shares

New Africa Investments said on Friday (2 November) that media group, Primedia plans to acquire the remaining shares in NAIL.

The group has informed the board of NAIL of its intention to make an offer for the shares not already held by it.

Currently‚ Primedia is NAIL’s majority shareholder‚ with 76.06% of NAIL Ordinary Shares and 95.81% of NAIL N Ordinary Shares in issue.

Primedia brands in the digital space include,; Exact Mobile; and 365 Digital.

In the broadcasting sector, it owns 567 Cape Talk; Talk Radio 702; 94.5 – KFM; and 94.7 – Highveld Stereo. It also owns cinema brand Ster Kinekor, and is the distributor of Sony Playstation.

The group listed on the JSE in April 1995 and traded on the exchange until October 2007 when its listing was terminated following a successful private equity transaction (scheme of arrangements).

Primedia’s offer to sharheolders is either an initial cash consideration of 59.48c per NAIL share, plus an attributable portion of the potential agterskot (which will be payable as and when the Tax Claim is determined), or a once-off cash offer consideration of 102.96c per share with no agterskot (Once-Off Offer Consideration)‚ at a premium of 253% to the net asset value of 29.2 cents per NAIL share as at 30 June 2012.

Assuming that the Tax Overpayment Claim is settled in full in NAIL’ s favour‚ NAIL estimates that based on the current values excluding any interest after 30 June 2012‚ the maximum amount that could be realised is an amount of R4.743 million‚ or 3.75 cents per NAIL Share‚ it said.

The attributable portion of the potential agterskot will be net of any costs incurred in realising the Tax Overpayment Claim and will be paid by Primedia within 21 days of the final determination of the Tax Overpayment Claim.

Primedia’s preference is to hold 100% of media assets under its control‚ which enables it to fully integrate these assets into its business and to derive synergies with the other media assets within its portfolio.

The holding of 100% of NAIL is in line with Primedia’s strategy.

Primedia‚ as the controlling shareholder of NAIL‚ believes that the economic costs of maintaining the listing of NAIL on the JSE far outweigh the economic benefits for NAIL as well as NAIL Shareholders‚ NAIL said in a statement on Friday.

In addition‚ the NAIL shares have not traded since NAIL’s suspension from the JSE in August 2006‚ and the offer provides NAIL shareholders with an opportunity to realise their investments at a premium to the net asset value of 29.2 cents per NAIL Share as at 30 June 2012.

The offer is conditional on the acceptance by 90% of NAIL shareholders.

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Primedia to acquire remaining NAIL shares