Naspers is proud of the fact that 42% of its board already comprises people from previously disadvantaged communities, and
17% are women.We are committed to transformation and the Media24 Empowerment Transaction is an integral part of this
If required, Naspers may undertake further empowerment transactions to ensure compliance with the BEE Codes.
In structuring the Media24 Empowerment Transaction, Naspers developed a set of key objectives (“BEE objectives”) as
the Black Participants will comprise a broad base of Black Persons and Black Groupings
the Black Participants are required to fund only 20% of the purchase consideration that Welkom Yizani will pay to acquire
shares in Media24 Holdings
economic interest and voting rights in Welkom Yizani are secured by the Black Participants immediately
the Black Participants remain shareholders of Welkom Yizani for a minimum period of five years (“Minimum Investment
Period”), whereafter they may trade their shareholding to other Black Participants
the minimum level of participation by Black Participants is affordable in economic terms by most people.
3. THE MEDIA24 EMPOWERMENT TRANSACTION PARTICIPANTS
The ordinary shares in Welkom Yizani will be offered to:
Black Persons, which has the meaning ascribed to it under Code 000 of the Codes of Good Practice issued in terms of the
Broad-Based Black Economic Empowerment Act of 2003.This includes Black, Coloured or Indian persons who are natural
persons and who are citizens of the Republic of South Africa
Black Controlled and Owned Companies or similar Entities incorporated or formed in South Africa, and verified as such.
This will ensure that the Media24 Empowerment Transaction will be broad based.
4. MECHANICS OF THE MEDIA24 EMPOWERMENT TRANSACTION
Media24 Holdings owns 92,31% (which, following a proposed share buy-back will become 96,99%) of Media24. Prior to the
proposed Media24 Empowerment Transaction, Media24 Holdings is 100% held by Naspers.
The Media24 Empowerment Transaction will be implemented as follows:
for each Welkom Yizani ordinary share with a subscription price of R10,00 subscribed for in terms of the public offer,
Naspers will sell to Welkom Yizani one Media24 Holdings ordinary share at a price of R50,00
the price per Media24 Holdings ordinary share is based on the underlying value of Media24, having regard to the fact that
Media24 Holdings’ only asset is its shareholding in Media24
Naspers will sell up to 14 600 000 Media24 Holdings ordinary shares to Welkom Yizani
Welkom Yizani will finance each Media24 Holdings ordinary share purchased at R50,00 per share as follows:
the issue to Black Participants of one Welkom Yizani ordinary share at an issue price of R10,00 (ie 20% of the price
payable for one Media24 Holdings ordinary share)
the issue to Naspers of four Welkom Yizani preference shares at an issue price of R10,00 per share (ie 80% of the price
payable for one Media24 Holdings ordinary share).The Welkom Yizani preference shares are redeemable over
10 years or such extended period as Naspers may allow. Dividends are ordinarily calculated at the rate of 75% of the
prime interest rate.
5. INFORMATION RELATING TO MEDIA24
Media24 is a leading publishing group in South Africa. Its operations include newspapers, magazines, internet, book publishing,
private education, printing plants and distribution.
Media24 consists of:
5.1 Media24 Newspapers
The following newspapers are presently published by Media24:
– the six dailies, Daily Sun, Die Burger, Beeld,Volksblad,The Witness (50% owned) and Son
– the three Sunday papers, City Press, Rapport and Sunday Sun
– two weekly newspapers, Soccer Laduuuuuma! and NaweekSon
– the fortnightly business newspaper, Gauteng Business
– 48 regional and community newspapers.