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Welkom Yizani was only incorporated on 19 May , therefore it has not completed its first year since incorporation. Consequently, the Company has not yet produced annual financial statements and historical financial information for the Company is not available. Media24 Holdings will in turn hold The pro forma historical financial information and pro forma accounts of Media24 have been provided in paragraph 6.
Total equity capital to be raised by Welkom Yizani. The total equity capital to be raised by Welkom Yizani pursuant to the public offer will be a function of the number of shares applied for and issued to the General Black Public.
Assuming that the full number of shares made available are applied for and allotted and issued, the total equity raised will be as follows:. Total — at the Implementation Date of the public offer. Dividends and other cash income received from Media24 Holdings and use thereof. Welkom Yizani, unless otherwise permitted by the Welkom Yizani preference holders and on the basis that Welkom Yizani is not in default, shall use the ordinary cash dividends and other cash income received from Media24 Holdings in the following order of priority as set out in the articles:.
Any special dividends or distributions received by Welkom Yizani from Media24 Holdings will be used firstly to pay preference dividends outstanding and then, to the extent permitted or required, to redeem the Welkom Yizani preference shares. Excess funds will be retained in the Company Collection Account for use as and when, and to the extent, permitted in terms of the articles. The above priority of payments and restriction on the payment of ordinary dividends will cease to apply once the number of Welkom Yizani preference shares in issue has been redeemed to at or below the Pref Threshold.
Details of the preference shares issued to Naspers and the rights and privileges thereof. Naspers has committed, through the Welkom Yizani preference share subscription agreement, to provide preference share funding in an amount of up to R to Welkom Yizani to purchase Media24 Holdings ordinary shares and such additional funding as may be required to pay the expenses incurred by the Company in respect of the Media24 Empowerment Transaction.
In other words, for each Welkom Yizani ordinary share subscribed for in terms of this public offer, Naspers will subscribe for four Welkom Yizani preference shares at R10,00 per Welkom Yizani preference share. The Welkom Yizani preference dividends will also be increased, if necessary, to keep the net after tax return to the Welkom Yizani preference holders the same in the event of:.
The Welkom Yizani preference dividends will also be decreased, if necessary, to keep the net after tax return to Welkom Yizani preference holders the same in the event of any favourable change in law, regulation or practice or interpretation or application thereof or rate of tax. In terms of the Welkom Yizani preference share subscription agreement and the Constitutional Documents,Welkom Yizani is not permitted to raise any other borrowings from third party funders.
Trigger Events are defined in the articles and, broadly speaking, include the following:. These include:. If any Trigger Event occurs, or Welkom Yizani fails, when required, to redeem a Welkom Yizani preference share in issue in full, the Welkom Yizani preference holders shall have the right:. Redemption rights and rights on deregistration, winding up or judicial management. The Welkom Yizani preference shares are redeemable on any of the following:.
The Welkom Yizani preference shares may not be redeemed other than with the consent of the majority of Welkom Yizani preference holders to less than the Pref Threshold. In the event of the deregistration, winding up or judicial management of Welkom Yizani, the Welkom Yizani preference holders will be entitled to receive the outstanding amount owing on their preference funding from Welkom Yizani as well as a fractional portion of the remaining residue , before the Welkom Yizani ordinary shareholders can receive liquidation payments in respect of their ordinary shares.
Welkom Yizani preference shares do not generally entitle the Welkom Yizani preference holders to vote at general meetings of Welkom Yizani. However, in limited circumstances, Welkom Yizani preference holders are entitled to attend and vote at such meetings. Broadly speaking, these are:. In addition, none of the following actions may be taken by the Company without the permission of, or special resolution by, the Welkom Yizani preference holders:.
At and in respect of any such meetings of Welkom Yizani, the provisions of the articles in relation to the calling of such meetings and the voting of Welkom Yizani ordinary shareholders apply mutatis mutandis to the Welkom Yizani preference holder; provided that no resolution relating to certain matters stated in the articles may be passed at any meeting of Welkom Yizani unless the majority of the Welkom Yizani preference holders have voted in favour of that resolution.
At any meeting at which the Welkom Yizani preference holders are entitled to vote, the Welkom Yizani preference holders will, on a poll, be. In respect of such matters, each Welkom Yizani ordinary share shall similarly entitle the holder thereof to a vote equal to that portion of the total votes of the Company which the nominal value of the Welkom Yizani ordinary share bears to the aggregate nominal amount of all Welkom Yizani shares in issue.
Periodically, Welkom Yizani expects to receive ordinary dividends from its investment in Media24 Holdings. These ordinary dividends will be used for the purposes as set out in paragraph 5. Acquisition of Media24 Holdings ordinary shares by Welkom Yizani. The Sale Shares are sold with effect from the Implementation Date, from which date all risk in and benefits attaching to them will pass to Welkom Yizani.
The purchase price for each Sale Share is R50, Payment of the purchase price shall be made by Welkom Yizani to Naspers, in cash, on the Implementation Date, by way of electronic funds transfer to the bank account specified by Naspers in writing free of exchange and bank commission and free of set-off or any other withholding or deduction and free of any levies, surcharge, sales tax, value-added tax, withholding tax or any other taxes, duties or imposts levied from time to time.
Notwithstanding the aforegoing, Naspers shall be entitled to set off the subscription price for the Welkom Yizani preference shares against the payment of the purchase price. In terms of the Media24 Holdings sale and purchase agreement, Naspers has given the following warranties to Welkom Yizani that, to the best of its knowledge and belief:. Naspers is entitled to dispose of the Sale Shares to Welkom Yizani and that upon delivery thereof to Welkom Yizani, Welkom Yizani will be the beneficial owner of the Sale Shares to the exclusion of all others.
Naspers shall not be liable to Welkom Yizani for payment of damages in respect of any breaches of the warranties contained in the Media24 Holdings sale and purchase agreement, unless a claim is made in writing therefor on or before the first anniversary of the Implementation Date setting out such details as are available on the specific matter in respect of which the claim is made, including an estimate of the amount of such claim.
The maximum liability of Naspers for damages under this agreement, including but not limited to damages for breach of warranty, shall not exceed the purchase price actually paid to Naspers for the Sale Shares. As at the last practicable date, other than as disclosed in this prospectus, Welkom Yizani had no material loans outstanding. As Welkom Yizani is a newly incorporated company, it has no dividend history. Once the Welkom Yizani preference shares in issue are redeemed to a level equal to or below the Pref Threshold, the dividend policy will be determined by the Company.
The table below shows the authorised and issued share capital of the Company at the last practicable date:. Authorised share capital 30 Welkom Yizani ordinary shares of R 0, each. I ssued share capital 1 Welkom Yizani ordinary share of R0, Share premium On 1 Welkom Yizani ordinary shares of R0, On Nil Welkom Yizani preference shares of R0, each. The following alterations have occurred to the share capital of Welkom Yizani prior to the date of issue of this prospectus [6 a ii and 20 a ]:.
Welkom Yizani was incorporated with an authorised share capital of 1 ordinary shares with a par value of R1,00 per share;. Welkom Yizani cancelled authorised but unissued ordinary shares so that the authorised share capital comprised R3,00 divided into three shares of R1,00 each;.
Welkom Yizani sub-divided its authorised ordinary share capital of three ordinary shares with a par value R1,00 each and issued ordinary share capital of R1,00, divided into one ordinary share of R1,00 into 30 authorised ordinary shares with a par value of R0, each and 10 issued ordinary shares with a par value of R0, each;.
Welkom Yizani repurchased 9 ordinary shares with a par value of R0, each, resulting in the issued share capital comprising one ordinary share with a par value of R0,;. Welkom Yizani created preference shares with a par value of R0, each. No shares have been issued by Welkom Yizani other than for cash prior to the date of issue of this prospectus. No options or preferential rights in respect of Welkom Yizani ordinary shares have been granted by Welkom Yizani prior to the date of issue of this prospectus.
Save for the subscription by the subscriber for one ordinary share upon the incorporation of the Company, and transfer of such share to Naspers, there have been no offers for subscription or sale of any shares of Welkom Yizani prior to the date of issue of this prospectus [6 a iii ]. Welkom Yizani was only incorporated on 19 May and has not previously published information relating to its assets, liabilities, financial and trading position. Since the incorporation of Welkom Yizani on 19 May and as at the last practicable date,Welkom Yizani has:.
No material changes, other than those mentioned above, have taken place between the date of incorporation and the date of this prospectus. The Directors are of the opinion that, in the ordinary course of business:. The only material contracts that have been entered into by Welkom Yizani are the following:. As at the last practicable date, other than as stated in this prospectus,Welkom Yizani had no:.
Pursuant to subscribing for the Welkom Yizani ordinary shares in terms of the public offer, all Welkom Yizani ordinary shareholders are deemed to have knowledge of these restrictions, rights and obligations and hereby agree to be bound thereby. In addition to the provisions identified elsewhere in this prospectus, the most important provisions include the following:. Welkom Yizani has been established as a company with the main object of acquiring and holding Media24 Holdings ordinary shares;.
Welkom Yizani is only entitled to own Media24 Holdings ordinary shares, cash and any asset received or acquired by Welkom Yizani as a result of its holding of the Media24 Holdings ordinary shares;. Welkom Yizani is required to use its initial cash for the purchase of Media24 Holdings ordinary shares and its future cash for redeeming the Welkom Yizani preference shares and for paying the Welkom Yizani preference dividends and ordinary dividends;.
Welkom Yizani is prohibited from encumbering any of its shares in Media24 Holdings at any time unless Naspers agrees in writing ;. Welkom Yizani is prohibited from altering its share capital and from acquiring buying back any of its ordinary shares; and. Naspers, as a consequence, must take steps to ensure that there is no dilution of the empowerment equity in Welkom Yizani. The following restrictions apply to ordinary shareholders of Welkom Yizani to achieve this result:.
Only Black Participants may apply for or hold Welkom Yizani ordinary shares. Subsequent to the closing of the public offer, unless otherwise agreed between Naspers and Welkom Yizani, all Welkom Yizani ordinary shares shall be required to be held in certificated form, with all share certificates to be deposited with Link Market Services for safekeeping.
Should any Welkom Yizani ordinary share at any time be held in uncertificated form for whatever reason despite Naspers and Welkom Yizani having agreed otherwise, then:. Should the heir fail to transfer the Welkom Yizani ordinary shares within this six-month period this will result in the occurrence of a Welkom Yizani ordinary shareholder Default Event as contemplated in paragraph 5. This paragraph applies equally to the involuntarily sequestration or compulsory liquidation of a Welkom Yizani ordinary shareholder.
Please note that, pursuant to the provisions of the Media24 Holdings Shareholders Agreement, there is no restriction on Naspers, its nominees or associates from acquiring and holding Welkom Yizani ordinary shares. Trading Market or otherwise, must be submitted to the WSTC with the following supporting documentation:.
African Identity Document, proof of residence and an affidavit signed by the proposed transferee confirming that the proposed transferee is a Black Person;. Certificate of Compliance, a certified copy of their memorandum and articles of association, a certified copy of their share transfer register, and any other such documents as may be reasonably required by the WSTC; and. Black Participants are not and will not be entitled to enter into any agreement in terms of which their Welkom Yizani ordinary shares are used as security or encumbered in any other manner.
No Welkom Yizani ordinary shareholder shall at any time act in concert with any other Welkom Yizani ordinary shareholder in any matter pertaining to the voting of the Welkom Yizani ordinary shares at any meeting, or the voting of the Media24 Holdings ordinary shares by Welkom Yizani at any meeting of Media24 Holdings in accordance with the proxy mechanism. If, at the time of acquiring Welkom Yizani ordinary shares, groups qualify to be classified as Black Groups but subsequently change their shareholding or membership such that they no longer qualify to be classified as a Black Group, those groups will also be required to sell their Welkom Yizani ordinary shares to Naspers at their PAR VALUE.
Each Welkom Yizani ordinary share shall represent a right to a single vote at general meetings of Media24 Holdings as proxy on behalf of Welkom Yizani. That is, initially each Welkom Yizani ordinary share shall represent one Media24 Holdings ordinary share as held by Welkom Yizani. If for any reason these proportions should change and there is no longer parity between the Welkom Yizani ordinary shares in issue and the Media24 Holdings ordinary shares held by Welkom Yizani, then the Welkom Yizani ordinary shareholders shall be entitled to so many votes at general meetings of Media24 Holdings ordinary shareholders in proportion to the Welkom Yizani ordinary shares that such shareholder holds.
Any person who beneficially holds Welkom Yizani ordinary shares shall be entitled to a certificate specifying the number of shares of which it is issued. All share certificates issued to Welkom Yizani ordinary shareholders shall, during the Company Empowerment Compliance Period:. Restrictions also apply to the transfer of all and any rights in and to the shares and to the granting of any encumbrances over the shares" ; and.
Such share certificates shall only be released, if necessary, for the purposes of implementing any transfer permitted in terms of the Transaction Documents and the articles on the basis that once such transfer is implemented, all share certificates resulting from such transfer are retained and held by Link Market Services. Welkom Yizani and each of the Welkom Yizani ordinary shareholders acknowledge the importance to Media24 and Naspers of, inter alia , demonstrating the successful implementation of the Media24 Empowerment Transaction to stakeholders in Naspers and Media24, as well as to the relevant authorities.
Accordingly, they acknowledge and accept that Naspers will from time to time and at least once a year be entitled to request from Welkom Yizani, at its sole discretion and in writing the preparation and issue of the Welkom Yizani Ownership Certificate of Compliance. In addition, Welkom Yizani shall at any time be entitled to request any Welkom Yizani ordinary shareholder to procure a BEE Ownership Certificate of Compliance, and such Welkom Yizani ordinary shareholder shall be obliged to do so within 30 days of receipt of a written request to do so.
The costs of procuring such a BEE Ownership Certificate of Compliance, whether requested by Naspers or Welkom Yizani, shall be for the account of the Welkom Yizani ordinary shareholder concerned, or if such Welkom Yizani ordinary shareholder fails to meet such financial obligation, then for Welkom Yizani. Naspers shall notify the relevant Welkom Yizani ordinary shareholder in writing thereof and request him or her to remedy that Default Event within 30 days.
The Welkom Yizani ordinary shareholder shall be obliged to sell the call shares at their par value;. Failing such agreement within 15 business days of either Welkom Yizani or Naspers requesting in writing such agreement, then the fair market value shall be determined by way of final and binding expert determination. The expert shall be an investment bank with experience in the media industry, agreed to in writing by Naspers and Welkom Yizani, and failing agreement within 10 days of the expiry of the aforementioned day period, the expert being an independent investment bank with experience in the media and broadcasting industry shall be appointed by the South African Institute of Chartered Accountants at the written request of either Naspers or Welkom Yizani.
In determining such fair market value, the expert shall:. If Naspers receives an offer from a bona fide third party to purchase all the Media24 Holdings ordinary shares held in issue and all claims on loan account owing to Media24 Holdings ordinary shareholders, which Naspers wishes to accept, then Naspers shall entitled to advise Welkom Yizani in writing of its intention to accept the offer and require Welkom Yizani to sell all of its Media24 Holdings ordinary shares and shareholders' claims to the third party.
Welkom Yizani will be obliged to sell its Media24 Holdings ordinary shares and claims against Media24 Holdings to the third party on the terms offered by the third party to, and accepted by, Naspers.
If Welkom Yizani is wound up, the assets remaining after payment of the debts and liabilities including the Welkom Yizani preference shares issued to Naspers of Welkom Yizani and the costs of the liquidation, shall be applied as follows:. In the event of the deregistration, winding up or judicial management of Welkom Yizani, the Welkom Yizani preference holders will be entitled to receive the outstanding amount owing on their preference funding from Welkom Yizani as well as a fractional portion of the remaining residue , before the Welkom Yizani ordinary shareholders can receive any liquidation payment in respect of their ordinary shares.
The number of Directors shall not be less than three and not more than No Director is on a fixed-term contract. The directors appointed prior to the issue of this prospectus must retire at the first AGM. The Directors will ultimately be determined by the Welkom Yizani ordinary shareholders on the basis that at least two of the Directors will be independent non-executive Directors.
In the interim and for the purpose of facilitating the Media24 Empowerment Transaction,Welkom Yizani has appointed the following four Directors:. He is a former. From he served as financial director of Media24 Limited. He was appointed chief executive officer of Via Afrika Limited in and chief executive officer of Media24 in Naspers Limited: Independent, non-executive director.
He is a member of the executive and the human resources and nomination committees of Media24 and Naspers. Prior to that he spent. Dr Shezi started his career as a teacher in KwaZulu-Natal, subsequently becoming headmaster and executive president of the National Teachers' Union. He was appointed managing director of the Via Afrika group in Subject to the Constitutional Documents, the Directors may exercise all the powers of the Company to raise or borrow money on behalf of Welkom Yizani.
Certain administration services will be performed by Media24 or a third party that is procured to perform these services. Currently, the administrator that has been appointed to perform these services on behalf of Welkom Yizani is Link Market Services, with its registered and business address at 11 Diagonal Street, Johannesburg, In addition, Naspers shall use its best commercial endeavours to establish the WSTC to oversee the functioning of the Trading Market and to consider and verify any proposed transfer of Welkom Yizani ordinary shares.
As at the last practicable date, none of the Directors held Welkom Yizani ordinary shares. However, any of the Directors who are Black Persons as defined are eligible to participate in the public offer. Other than as disclosed in this prospectus, the Directors have no material beneficial interests, directly or indirectly, in any transactions effected by Welkom Yizani in the current financial year.
No sums have been paid or agreed to be paid to any of the Directors or to any associate of any of the Directors to induce him or her to be a Director of Welkom Yizani or otherwise for services rendered by him or her to Welkom Yizani. The Directors recognise the need to conduct the business of the enterprise with integrity and in accordance with generally accepted corporate practices.
This is required to be done within the scope of the rules set out in the articles. Welkom Yizani has a unitary board structure comprising only non-executive Directors. Accordingly, the position of chairperson is a non-executive appointment. Subject to the provisions of the Companies Act, and unless otherwise determined by a general meeting, the number of Directors shall not be less than three, nor more than The Directors shall have power at any time and from time to time to appoint any person as a Director, either to fill a casual vacancy or as an additional Director.
Any person appointed to fill a casual vacancy or as additional Director shall retain office only until the next following AGM and his appointment shall be subject to confirmation at such AGM. Notice of AGMs shall be sufficient to allow nominations of new Directors to be sent to the Company's registered office from any part of South Africa.
Subject to the provisions of the Companies Act and the articles, the Company may by ordinary resolution remove any Director before the expiration of his period of office and may by ordinary resolution elect another person in his stead. The person so elected shall hold office during such time only as the Director in whose place he is elected would have held office. The Directors may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.
Three directors shall form a q uorum. A Director may at any time require the Company Secretary to convene a meeting of the Directors. Questions arising at any meetings of the Directors shall be decided by a majority of votes. The chairman shall not have a second or casting vote. A meeting of the Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the articles for the time being vested in or exercisable by the Directors generally.
All Directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed. The Company Secretary should be subjected to a fit and proper test in the same manner as is recommended for new Director appointments. Although information has been provided herein in relation to Welkom Yizani ordinary shares, a prospective purchaser, having made enquiries, should use his own judgement and seek advice from an independent financial adviser as to the appropriate value of such ordinary shares.
In considering whether to invest in Welkom Yizani ordinary shares, each investor should have regard to, inter alia , the following issues:. With turnover in excess of R5,5 billion per annum, Media24 is the leading publishing group in South Africa. The group is a subsidiary of the multinational media group, Naspers. Its operations include newspapers, magazines, internet businesses, book publishing, private education, printing plants and distribution companies in South Africa.
Media24 Newspapers publish 59 titles, many leaders in their markets, with a circulation of million newspapers annually. The Daily Sun tabloid is the top-selling daily in South Africa and has 3,4 million readers daily. The following newspapers are presently published by Media Son is published in the Western Cape from Monday to Thursday;. The newspapers are printed at printing plants in six cities and distributed countrywide via group distribution channels.
Media24 Newspapers also manages Ads24, which is responsible for the marketing and sales of national newspaper advertisements as well as research and marketing services to ensure that Media24 keeps abreast of changes in reader requirements.
In line with global trends a new division, Infopac , was recently established to do the distribution of bagged promotional material. This newcomer ensures delivery of high-quality products to houses, apartment blocks and businesses. Media24 Newspapers recently established a business unit to maximise the potential of the diverse and dynamic publishing environment.
MCS24 will also serve the informal market, focusing on alternative distribution channels such as franchise networks in townships, kiosks and spazas and residential areas with restricted access such as townhouse complexes. Media24 Magazines is a major operator in the South African magazine industry. Media24 currently publishes over 50 titles, several of them in conjunction with other publishers or in terms of licensing agreements with international titles.
Monthly more than 5,4 million magazines are sold and read by more than 17,6 million people. Media24 Magazines comprise the following divisions and subsidiaries of Media Travel and Leisure Magazines Weg, go! Creative Lifestyle Magazines ideas, idees, home, tuis ;. Uppercase Media — 50 per cent owned FHM, heat ;. Several award-winning client titles are also published by Media24 Magazines through specialist customer magazine publisher New Media Publishing.
In addition to the content from the existing These include locally relevant web search technology, free web-based e-mail, instant messaging, photo albums, blogs and other social networking tools and online shopping powered by Kalahari.
Media24 Digital — including several leading niche interest sites such as News The other portals are Careers M-Web Studios — specialising in the development of web-based content and services to consumers through the MWEB portal www. Innovation Zone — focusing on digital research and product development, to create new services and technologies to enhance the internet experience.
Its infrastructure comprises a head office in Johannesburg, 26 branches countrywide, vehicles, permanent employees and contract workers. A total of private contractors, mostly BEE companies, provide ancillary services and another jobs.
NND24 also supplies Telkom telephone cards and the home delivery of various products, and provides support services to dealers and publishers. It also has printing plants for local newspapers and commercial printing in Potchefstroom and on the West Coast. Over the past few years Media24 has made large investments in its printing infrastructure to enhance the production capacity of the group. The group has cutting-edge technology, is fully equipped for digital operation and caters for a wide spectrum of needs in the printing industry.
It also handles commercial printing for several national companies. Paarl Web focuses on the printing of glossy magazines with smaller print runs and quality commercial work using modern litho web print technology. It also prints several club magazines for a number of contract publishers along with commercial advertising brochures and leaflets for large businesses.
Paarl Web Gauteng is the most recent addition to the group. This advanced plant, opened in September , is a joint venture with black empowerment partner Kurisani Investments which has a 26 per cent interest in the business. This plant specialises in top-quality commercial printing such as promotional material.
Paarl Print , which celebrated its centenary in , focuses on printing books, promotional material and glossy magazines with small print runs. It has both flatsheet and web printing facilities, printing advertising leaflets, brochures, books and magazines. Paarl Print Labels specialises in printing labels, especially self-adhesive labels for the wine, cosmetic, food and beverage industry. Via Afrika controls several independent business units in the book publishing and distribution and niche retail sectors.
This division focuses on editorial activities which involve purchasing or developing, creating or reworking and packaging or repackaging textual content. This is done primarily in traditional formats such as hard- copy books or in electronic formats such as CDs. NB Publishers produce a variety of general interest books. BM serves the local Christian market of various denominations. Jonathan Ball Publishers is the leading publisher and distributor of general English books in South Africa and acts as agents for many large international publishers, distributing among others the Harry Potter series.
Book Promotions has been marketing and distributing books and electronic learning material from South African and foreign publishers for the local market. It serves the preschool, primary and secondary school, tertiary, professional and library markets as well as trade and craft shops. NEG comprises:. Content Solutions is a print-on-demand service provider of customised course packs for academic and educational institutions.
It also obtains the reprographic rights of out-of-print titles and reproduces them. Future Entrepreneurs produces learning and teaching support material for the school market in electronic and other formats. This division focuses on providing and selling print and digital products through channels such as wholesalers, clubs and stores.
With about students registering annually at more than 50 campuses countrywide, Educor is the leading supplier of private education in South Africa. The group offers educational programmes ranging from basic education and training for adults to higher education and corporate training. The services are offered via traditional full- and part-time contact and distance education.
The group offers approximately five hundred courses across all its colleges to students in various market segments. Each college is differently positioned to attract its respective target markets. These include the sought-after McCall and Frewin trophies for daily newspapers, the Joel Mervis trophy for weekend newspapers, several Mondi awards for newspapers and magazines, Pica awards, among which the popular Rossi trophy, and several Advantage Admag awards.
Media24 also recognises journalistic excellence, service excellence, sales, innovation and contributions made to the company with several in-house staff awards. The ownership structure of Media24 will be as follows:. Our print media businesses have shown good growth over the past few years. This is partly as a consequence of the extensive investments made in earlier years now coming to fruition and partly due to the favourable macro-economic conditions prevailing in South Africa.
Via Afrika continued its improvement. In particular, school book publishers Nasou Via Afrika turned in a solid performance, recapturing market share lost during implementation of Curriculum Educor had a challenging year with the main focus being on repositioning, streamlining and refocusing the business. Daily Sun circulation grew to more than per day, making it the widest-read print media product in South Africa.
In response to the growth of the Daily Sun , printing presses were installed at the printing plant at City Deep. Publishing of a daily edition of the weekly tabloid, Son , was implemented and it rapidly grew circulation to in excess of 50 copies per day. Weg , the travel magazine, continued its robust growth and became the largest circulating magazine in its category. The new printing plant at Paarl Web Gauteng Proprietary Limited, was commissioned and is performing to expectations.
There are inherent risks connected with investments in general and risks directly linked to Media There are a lso inherent risks to the industry in which Media24 operates:. Advertising revenues are cyclical and are dependent upon general economic conditions. Increases in newsprint and magazine paper costs. Newsprint and magazine paper costs represent the single largest raw material expense for Media The newspapers, magazines and educational textbooks, and a number of third party publications are printed on printing equipment and facilities owned by the group.
The content Media24 makes available to customers through its publishing and internet businesses could result in claims against it based on a variety of grounds, including defamation, negligence, copyright or trademark infringement, obscenity or facilitating illegal activities.
Any such claim, with or without merit, could result in costly litigation or might require Media24 to enter into royalty or licensing agreements. These royalty or licensing agreements, if required, may not be available on terms acceptable to Media24 or they may not be available at all.
As a result of infringement claims, a court could also issue an injunction preventing the distribution of certain products. Media24 may incur costs defending these claims. The publishing business also depends upon the timely functioning of software and hardware used to print newspapers and magazines and to publish books.
Media24 is also dependent upon web browsers, telecommunication systems and other aspects of the internet infrastructure that have experienced significant system failures and electrical outages in the past. Despite Media24 implementing network security measures, servers are vulnerable to computer viruses, break-ins and similar disruptions from unauthorised tampering with its computer systems.
The lack of internet specific legislation relating to trademark and copyright protection creates a further challenge to protect content delivered through the internet and electronic platforms. Media24 operates in a highly competitive and rapidly changing industry. Revenues in the print media industry are dependent primarily upon paid circulation, advertising and printing revenues.
Competition for circulation and advertising revenue comes from local, regional and national newspapers, magazines, radio, television, direct mail and other communications and advertising media that operate in the same markets as Media Media24 may face increased competition as both local and international publishers introduce new niche titles.
Media24 may be forced to decrease the prices it charges for magazines and newspapers in response or make other changes in the way it operates. The Paarl Media group prints Media24 titles, but also has large printing contracts with outside publishers, which may be lost. Competition in magazine and book printing is tough.
Via Afrika faces competition from several South African as well as large international publishing houses. Educor, the private education subsidiary of Media24, faces competition from many different South African public universities and private educators, as well as from international educators, many of whom have greater resources and brand names. The abridged consolidated historical balance sheet, income statement and cash flow statement of Media24 for the two years ended 31 March and are set out below.
Please refer to Annexure I to this prospectus for summarised principle accounting policies of Media A summary of the historical information of Media24 is as follows:. The Media24 pro forma financial information as presented below is extracts of the audited financial statements, excluding the Africa businesses disposed subsequent to 31 March Pro forma.
Attributable to: Equity holders of the group. Forex translation adjustments on cash and cash equivalents. Other than as disclosed in this prospectus, the directors of Media24 do not have any material beneficial interests, either directly or indirectly, in the Media24 Empowerment Transaction. However, any of the black directors of Media24 are eligible to participate in the public offer and it is anticipated that they will do so. Interests of advisers and promoters [13 and 17 a ]. Naspers, as co-funder to Welkom Yizani, owned nil Welkom Yizani preference shares as the appropriate number will only be issued on the same day as the ordinary shares are issued in terms of the Media24 Empowerment Transaction.
Welkom Yizani will not incur any costs in relation to this transaction. All costs incurred in connection with this transaction will be borne by Naspers. Copies of the following documents will be available for inspection at the registered office of Welkom Yizani situated at 40 Heerengracht, Cape Town, , during normal business hours from 29 September , being the Opening Date of the public offer until 27 October , being the Closing Day of the public offer:.
This prospectus complies with Schedule 3 of the Companies Act. The following paragraphs of Schedule 3 to the Companies Act are not applicable: 12, 14, 24, 26 to 30 and 32 to The policies are consistent with those adopted by the holding company Naspers Limited and the detail summary of the policies are available on www.
For the convenience of the reader, only some of the policies are listed below. The consolidated annual financial statements include the results of Media24 Limited and its subsidiaries, associates, joint ventures, special purpose entities and related share incentive trusts. Subsidiaries are those companies in which the Group, directly or indirectly, has an interest of more than half of the voting rights, or otherwise has the power to exercise control over their operations.
The existence and effect of potential voting rights that are presently exercisable or convertible without restriction are considered when assessing whether the Group controls another entity. Subsidiaries are consolidated from the date that effective control is transferred to the Group and are no longer consolidated from the date that effective control ceases. Similarly, the results of a subsidiary divested during an accounting period are included in the consolidated financial statements only to the date of disposal.
For certain entities, the Group has entered into contractual arrangements such as nominee relationships and escrow arrangements which allow the Group, along with its direct interests in such entities, to control a majority of the voting rights or otherwise have power to exercise control over the operations of such entities. Because the Group controls such entities in this manner they are considered to be subsidiaries and are therefore consolidated in the annual financial statements.
All intergroup transactions and balances are eliminated as part of the consolidation process. The interests of minority shareholders in the consolidated equity and results of the Group are shown separately in the consolidated balance sheet and income statement, respectively. Where the losses attributable to the minority shareholders in a consolidated subsidiary exceed their interest in that subsidiary, the excess, and any further losses attributable to them, are recognised by the Group and allocated to those minority interests only to the extent that the minority shareholders have a binding obligation and are able to fund the losses.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest.
If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. The Group applies the economic entity model in accounting for transactions with minority shareholders.
In terms of this model, minority shareholders are viewed as equity participants of the group and all transactions are therefore accounted for as equity transactions and included in the statement of changes in equity. Dilution profits and losses relating to non- wholly owned subsidiary entities are similarly accounted for in the statement of changes in equity in terms of the economic entity model. Where necessary, accounting policies for subsidiaries have been exchanged to ensure consistency with the policies adopted by the Group.
Investments in associated companies are accounted for under the equity method. The Group recognises the portion of gains or losses on the sale of assets by the Group to the joint venture that is attributable to the other venturers. The Group does not recognise its share of gains or losses from the joint venture that result from the purchase of assets by the Group from the joint venture until it resells the assets to an independent third party.
However, if a loss on the transaction provides evidence of a reduction in the net realisable value of current assets or an impairment loss, the loss is recognised immediately.. The Group classifies its investments into the following categories: at fair value through profit and loss, held-to- maturity, available-for-sale and loans and receivables. The classification is dependent on the purpose for which the investments were acquired. Management determines the classification of its investments at the time of purchase and re-evaluates such designation on an annual basis.
At fair value through profit and loss assets have two sub- categories: financial assets held for trading and those designated at fair value through profit or loss at inception. A financial asset is classified into this category at inception if acquired principally for the purpose of selling in the short term, if it forms part of a portfolio of financial assets in which there is evidence of short-term profit taking, or if so designated by management.
For the purpose of these financial statements short term is defined as a period of three months or less. The Group does not hold financial assets for trading, therefore assets held as at fair value through profit and loss are designated as such on initial recognition. Derivatives are also classified as held for trading unless they are designated as hedges.
Investments with a fixed maturity that management has the intent and ability to hold to maturity are classified as held- to-maturity and are included in non-current assets, except for maturities within 12 months from the balance sheet date, which are classified as current assets.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market other than those that the Group intends to sell in the short term or that it has designated as at fair value through profit and loss or available-for-sale.
All other investments, including those that are intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity, changes in fair value or interest rates, are classified as available-for-sale. Available-for-sale assets are included in non-current assets unless management has the express intention of holding the investment for less than 12 months from the balance sheet date or unless they will need to be sold to raise operating capital, in which case they are included in current assets.
Purchases and sales of investments are recognised on the trade date, which is the date that the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus, in the case of all financial assets not carried at fair value through profit or loss, transaction costs that are directly attributable to their acquisition.
At fair value through profit and loss and available-for-sale investments are subsequently carried at fair value. Held-to- maturity investments and loans and receivables are carried at amortised cost using the effective-yield method.
Realised and unrealised gains and losses arising from changes in the fair value of at-fair-value-through-profit-and-loss. Unrealised gains and losses arising from changes in the fair value of investments classified as available-for-sale are recognised in equity.
The fair values of investments are based on quoted bid prices or amounts derived from cash-flow models. Equity securities for which fair values cannot be measured reliably are recognised at cost less impairment. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the income statement as gains and losses from investment securities. Investments are derecognised when the rights to receive cash flows from the investments have expired or where they have been transferred and the Group has also transferred substantially all risks and rewards of ownership.
Property, plant and equipment are stated at cost, being the purchase cost plus any cost to prepare the assets for their intended use, less accumulated depreciation and any accumulated impairment losses. Land is not depreciated as it is deemed to have an indefinite life. Depreciation periods vary in accordance with the conditions in the relevant industries, but are subject to the following maximum limits:. Major leasehold improvements are amortised over the shorter of their respective lease periods and estimated useful economic life.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of those assets. Capitalisation of such borrowing costs ceases when the assets are substantially ready for their intended use or sale.
All other borrowing costs are expensed in the period in which they are incurred. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Major renovations are depreciated over the remaining useful economic life of the related asset. The carrying values of property, plant and equipment are reviewed periodically to assess whether or not the net recoverable amount has declined below the carrying amount.
In the event of such impairment, the carrying amount is reduced and the reduction is charged as an expense against income. Leases of property, plant and equipment, except land, are classified as finance leases where, substantially all risks and rewards associated with ownership of an asset are transferred from the lessor to the Group as lessee. Assets classified as finance leases are capitalised at the lower of the fair value of the leased asset and the estimated present value of the underlying minimum lease payments, with the related lease obligation recognised at the estimated present value of the minimum lease payments.
Bank rates are used to calculate present values of minimum lease payments. Capitalised leased assets are depreciated over their estimated useful lives, limited to the duration of the lease agreement. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in other long-term payables.
The interest element of the finance cost is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Leases of assets under which substantially all the risks and rewards of ownership are effectively retained by the third-party lessor are classified as operating leases. Operating lease rentals net of any incentives received from the lessor are charged to the income statement on a straight-line basis over the period of the lease.
Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill is allocated to cash-generating units for the purpose of impairment testing. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. Patents, brand names, trademarks, title rights, software and other similar intangible assets acquired are capitalised at cost.
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