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Transfer of Sector on the Johannesburg Stock Exchange ("JSE")

Published: 2025-01-20 09:00:40 ET
<<<  go to JSE:AME company page
AFRICAN MEDIA ENTERTAINMENT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1926/008797/06)
Share Code: AME         ISIN: ZAE000055802
(“the Company”)


TRANSFER OF SECTOR ON THE JOHANNESBURG STOCK EXCHANGE (“THE JSE”)


Shareholders are advised that, in accordance with the Market Segmentation amendment issued by
the JSE, the transfer of the Listing of the Company from the Main Board Primary Segment of the List
to the Main Board General Segment of the List has been approved.

The transfer will be effective as from the commencement of trading on Monday, 27 January 2025.

As the Memorandum of Incorporation of the Company does not prohibit any of the exclusions envisaged in
accordance with the transfer, the following exclusions will therefore be applicable:

1.1     the Company will not be required to announce its financial results within 3 months of its financial
        year end: it will only be required to release its Annual Report within 4 months of such year end;
1.2     shareholder approval will not be required for a general authority to issue shares for cash, limited
        however to 10% of its issued share capital at the Annual General Meeting;
1.3     shareholder approval will not be required for a general repurchase of shares;
1.4     shareholder approval will not be required for a specific repurchase, provided that there is no related
        party involvement and the repurchase does not exceed 20% of the issued share capital in any
        financial year;
1.5     a fairness opinion will not be required for related party Corporate Actions, but the related party
        agreement must lie for inspection, a statement by the Independent Directors must be included
        detailing Corporate Governance processes, arms’ length considerations and fairness to
        shareholders; and related parties and associates must be excluded from voting;
1.6     pro forma financial information will not be required for Corporate Actions, but a detailed narrative
        explanation must be provided regarding the impact of the Corporate Action on the financial
        statements;
1.7     the Category 1 transaction threshold will increase from 30% to 50%, and the Category 2 threshold
        will be adjusted accordingly;
1.8     a Category 1 transaction will require only 2 years of historical audited financial information on the
        subject of the transaction;
1.9     the small related party transaction threshold will increase from 0,25% to 3%, and the ceiling will
        increase from 5% to 10%;
1.10    materialiity in respect of related party shareholdings will increase from 10% to 20%;
1.11    a pre-listing statement will only be triggered by share issues exceeding 100% of the issued share
        capital over 3 months; and
1.12    shareholder approval will not be required for a corporate action by a subsidiary of the Company if
        the subsidiary is listed on the JSE.

By order of the board.

Johannesburg
20 January 2025

Sponsor
AcaciaCap Advisors Proprietary Limited