Johannesburg - Media group Caxton and CTP Publishers and
Printers [JSE:CAT) advised on Wednesday that it has reached agreement to
acquire Caxton Share Investments Proprietary Limited (CSI) shares from Caxton
Limited, a material shareholder in Caxton.
Caxton would acquire 100% of the "A" ordinary
shares and 27.2 million "B" ordinary shares (68%) in the issued share
capital of CSI, it said.
During 2005 CSI was formed to facilitate the introduction of
a share incentive scheme for Caxton and was approved by shareholders in a
general meeting held on 4 November 2005.
That share scheme had now fulfilled
its purpose and the directors of the seller and Caxton have resolved to unwind
the structure in terms of which the share scheme was implemented.
The remaining 12.8 million "B" ordinary shares in
CSI would be repurchased by CSI and would become a wholly owned subsidiary of
Caxton would acquire the CSI shares with effect from 1 July
2011 for an amount of R136m, payable in cash.
The sole assets of CSI are 40 million ordinary shares in
Caxton and the consideration for the CSI shares was based upon the market value
of the underlying Caxton shares held by CSI, less R10 per share, representing
the indebtedness of CSI to Caxton per underlying share held by CSI in Caxton.