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E-MEDIA-N:  188   +9 (+5.03%)  01/10/2025 19:00

eMEDIA HOLDINGS LIMITED - Disclosure of Beneficial Interest

Release Date: 01/10/2025 15:40
Code(s): EMN EMH     PDF:  
Wrap Text
Disclosure of Beneficial Interest

eMEDIA HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1968/011249/06
JSE share code: EMH ISIN: ZAE000208898
JSE share code: EMN ISIN: ZAE000209524
("eMedia Holdings" or "the Company")


SECTION 122 NOTICE: DISCLOSURE OF BENEFICIAL INTEREST


Venfin Unbundlings

Unless otherwise defined herein, capitalised words and terms contained in this announcement shall bear
the same meanings ascribed thereto in the announcement published on the Stock Exchange News
Service of the JSE Limited on 8 September 2025 ("Announcement"), wherein Shareholders were
advised that:

(a)   all of the conditions precedent of the Proposed Transaction have been timeously fulfilled or
      waived, and the Proposed Transaction has become wholly unconditional; and
(b)   the Subscription Shares and the Consideration Shares (collectively the "Unbundling Shares")
      would accordingly be distributed in specie by (i) Venfin to Venfin Interco; (ii) thereafter by
      Venfin Interco to Remgro and (iii) thereafter by Remgro to its shareholders (the "Venfin
      Unbundlings").

Shareholders are hereby advised that the Venfin Unbundlings have been completed in accordance with
the terms set out in the announcement published by Remgro on 8 September 2025. In this regard and in
compliance with section 122(3)(b) of the Companies Act, No. 71 of 2008 (as amended) (the
"Companies Act") and paragraph 3.83(b) of the Listings Requirements of the JSE Limited,
Shareholders are hereby further advised that the Company has received formal notifications in
accordance with section 122(1) of the Companies Act that:

(a)   Venfin has disposed of all of the N ordinary shares which it owned in the Company to its sole
      shareholder, Venfin Interco. Venfin now holds 0% of the total N ordinary shares in the issued
      share capital of the Company;
(b)   Venfin Interco has disposed of all of the N ordinary shares acquired by it from Venfin (as
      described in paragraph (a) above) to its sole shareholder, Remgro. Venfin Interco now holds 0%
      of the total N ordinary shares in the issued share capital of the Company;
(c)   Remgro has disposed of all of the N ordinary shares acquired by it from Venfin Interco (as
      described in paragraph (b) above) to its shareholders (the "Remgro Shareholders"). Remgro
      now holds 0% of the total N ordinary shares in the issued share capital of the Company.

Shareholders are reminded that the N ordinary shares entitle the holder thereof to 1 vote per share, while
the ordinary shares entitle the holder thereof to 100 votes per share. Accordingly, the shares acquired
by the Remgro Shareholders would only entitle them to collectively exercise approximately 3.4% of
the aggregate voting rights attaching to all issued shares.

Acquisition of Securities by clients of Allan Gray Proprietary Limited

In addition, Shareholders are hereby advised that the Company has, in terms of section 122(3)(b) of the
Companies Act and paragraph 3.83 of the JSE Listings Requirements, received formal notification that
clients of Allan Gray Proprietary Limited have, in aggregate, acquired an interest in the ordinary shares
of the Company, such that the total interest in the ordinary shares of the Company held by Allan Gray's
clients now amounts to 5,9664% of the total issued ordinary shares of the Company.

The board of directors of the Company ("Board") accepts responsibility for the information contained
in this announcement to the extent that it relates to the Company and confirms that, to the best of its
knowledge and belief, such information is true and that this announcement does not omit anything likely
to affect the importance of such information. The Board has relied on the accuracy of the information
contained the notifications received from Venfin, Venfin Interco and Remgro in making this statement.
The Company, as required by section 122(3)(a) of the Companies Act, has filed the required notices
with the Takeover Regulation Panel.


Johannesburg
1 October 2025


Transaction Sponsor
The Standard Bank of South Africa Limited


Legal advisors to EMH
White and Case Incorporated




 15/01/2018 06:44
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Date: 01-10-2025 03:40:00
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