TMG cleared in share trade case

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Johannesburg - Times Media Group (TMG) has been cleared in a JSE investigation into share trades that were transacted during the company’s closed period between its shareholders Caxton & CTP Publishers and Printers and Blackstar Group.

“We have not identified any breach of the JSE listing requirements as a result of the acquisition and we consider the matter closed,” said John Burke, the director of the issuer regulation division in a letter addressed to PSG Capital, the sponsors for TMG, on Friday.

The JSE would reopen the matter should it obtain new facts, it said. Burke was on leave and unavailable for comment, his office said on Friday.

A sponsor is the liaison between the JSE and advises the company about listing requirements and directors of their responsibilities and obligations.

A separate investigation into the same trades by the directorate for market abuse at the Financial Services Board (FSB) continues. Solly Keetse, the head of the division, was unavailable for comment.

Andrew Bonamour, TMG’s chief executive, confirmed the FSB investigation was ongoing.

Caxton, one of the country’s largest publishers and printers of books and community newspapers, cut its holding in TMG from 11.6 percent in June last year to 7.53 percent by January and sold the remaining shares to Blackstar during February. Blackstar, a private equity fund which was founded by Bonamour, subsequently increased its stake in TMG to 32.3 percent, a few percentage points shy of the 35 percent that would trigger a mandatory offer to remaining shareholders. The sale was announced on March 3.

When TMG reported its half-year results for the six months to December last year on March 19, the company did not disclose the investigations.

The listing regulations ban directors and company officials from trading in a firm’s shares during a closed period, which is the period before a financial report is published and is usually one month before that.

Companies that are listed on the stock exchange are required to disclose investigations or developments that could have a material impact on their share price to safeguard against price-sensitive information being used in insider share dealings.

Last week a group of former managers who are now on pension threatened to take the company to court to force it to increase the post-retirement medical aid subsidy according to a 2001 agreement. They have approached Johannesburg law firm Bowman Gilfillan to act on their behalf. The company told the pensioners last year that it could no longer afford to maintain the subsidy.

Bonamour said on Friday that the company had noted reports about the pensioners’ alleged unhappiness and would defend its position in court, if required. “The decision was taken in the best interests of the business and was done in strict accordance with TMG’s health-care policy and on the advice of our legal advisors.”

TMG closed unchanged at R21.50 on Friday. - Business Report


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