TIMES MEDIA GROUP LIMITED

(Formerly Richtrau No. 229 Proprietary Limited)
|(Incorporated in the Republic of South Africa)
Registration number 2008/009392/06
Ordinary share code: TMG Ordinary share
ISIN: ZAE 000169272
("TMG" or "the Company")

ACQUISITION OF REMAINING INTEREST IN BDFM

1. INTRODUCTION

TMG is pleased to announce that Avusa Publishing Proprietary Limited, a subsidiary of TMG, has reached an agreement with Pearson Overseas Holdings Limited ("Pearson") to acquire Pearson's 50% shareholding in BDFM Publishers (Pty) Limited ("BDFM") and all of Pearson's claims against BDFM, its subsidiaries and/or associates (other than claims which may arise in terms of the syndication agreement referred to below), such that following the implementation of the acquisition Avusa Publishing Proprietary Limited will BDFM's sole shareholder ("Acquisition").

2. BACKGROUND INFORMATION ON BDFM

BDFM owns the titles and publishes the "Business Day" and "Financial Mail". BDFM owns 100% of African Broadcasting Channel (Pty) Limited which broadcasts Summit, Home Channel, Ignition and Saffron channels on DSTV in Southern Africa.

3. RATIONALE FOR THE ACQUISITION

Newspapers and the entire news industry are undergoing fundamental structural change, requiring new investment, new ways of doing business and often difficult decisions.

The full acquisition of BDFM by TMG will allow for economies of scale, an integrated operations platform and operational synergies, and will permit BDFM, under unified ownership, to accelerate its digital transformation. Importantly, the Acquisition agreement supports editorial independence through an independent Editorial Committee as outlined below. In addition, TMG believes it can further develop and enhance the current BDFM television offering which it believes could be a growth area.

BDFM will continue to have an ongoing relationship with the Financial Times Limited ("FT") through a content syndication agreement, and a programme through which BDFM journalists benefit from training placements at the FT.

 4. INDEPENDENT EDITORIAL COMMITTEE

It is a condition of the Acquisition that the board of directors of BDFM (the "Board") establishes an Independent Committee in terms of section 72 of the Companies Act, 2008, as amended. The committee will be governed by and be subject to a separate document ("Terms of Reference") that outlines the committee's role and composition. Briefly the main functions of the Independent Committee will be to:

-Provide input to the Board regarding the appointment and dismissal of editors from time to time of the titles "Business Day" and "Financial Mail", and any other standalone daily or weekly titles published by BDFM, and approve (or reject) such appointment or dismissal proposed by the Board; -Hear and adjudicate on any disputes referred to it by an editor that may arise in relation to the interpretation, implementation of and/or compliance with an agreed "Editorial Charter", which is designed to ensure that the aforesaid editors uphold the highest standards of professional, independent, honest, responsible and accurate journalism, and will adhere to the highest ethical standards at all times. -Provide input to the Board regarding any amendments to the Editorial Charter and approve (or reject) any amendments to the Editorial Charter proposed by the Board.

5. CONDITIONS FOR THE ACQUISITION

The Acquisition is subject to the fulfilment (and, if applicable, waiver, as envisaged in the Acquisition agreement) of the following suspensive conditions: -To the extent required, approval of the conclusion and implementation of the Acquisition agreement in terms of the Currency and Exchanges Act, 1933, and the regulations promulgated thereunder; -The establishment of the Independent Committee and the appointment of three members to the Independent Committee, one by the Board and two by Pearson, in accordance with the agreed Terms of Reference; -The adoption by BDFM of the Editorial Charter; -The amendment of BDFM's memorandum of incorporation to incorporate the agreed Terms of Reference and the Editorial Charter, and the filing of the requisite special resolution with the Companies and Intellectual Property Commission; -Such regulatory approval as may be required to implement the Acquisition, including approval from the competition authorities; and -The conclusion of a new lease agreement between FT and TMG relating to the lease by FT of office space utilised by its employees working in South Africa.

 6. EFFECTIVE DATE

The effective date of the Acquisition is the 3rd business day after the date on which the last of the aforementioned conditions are fulfilled or waived, as the case may be.

7. WARRANTIES AND MATERIAL TERMS

The Acquisition is subject to warranties that are normal for a transaction of this nature.

 8. CLASSIFICATION OF THE ACQUISITION

The Acquisition does not qualify as a category 2 acquisition in terms of the Listings Requirements of the JSE Limited and therefore this announcement is a voluntary announcement for information purposes only.

15 April 2013 Johannesburg

Issued by Times Media Group through the JSE SENS Service, April 15 2013

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