Ontario Commission des 22nd Floor 22e étage
Securities valeurs mobilières 20 Queen Street West 20, rue Queen ouest
Commission de l’Ontario Toronto ON M5H 3S8 Toronto ON M5H 3S8
IN THE MATTER OF
the Securities Legislation of
Ontario (the Jurisdiction)
and
IN THE MATTER OF
THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS
IN MULTIPLE JURISDICTIONS
AND
In the Matter of Remgro limited
(the Filer)
Decision
Background
The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction (the Legislation) for an exemption (the Exemption Sought) from the prospectus requirement of section 53 of the Securities Act (Ontario) in connection with the proposed distribution (the Distribution) by the Filer of all of the N ordinary shares (the Unbundling Shares) in eMedia Holdings Limited (EMH) held by the Filer by way of a dividend in specie on a pro rata basis to all holders (the Filer Shareholders) of ordinary shares and Class B ordinary shares of the Filer (collectively, Filer Shares), which includes Filer Shareholders resident in Canada (the Filer Canadian Shareholders).
Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):
(a) the Ontario Securities Commission is the principal regulator for this application; and
(b) the Filer has provided notice that subsection 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in each of the other provinces and territories of Canada.
Interpretation
Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.
Representations
This decision is based on the following facts represented by the Filer:
The Filer was incorporated under the laws of the Republic of South Africa on June 12, 1968. The Filer is a diversified investment holding company with investments in, amongst others, the healthcare, consumer products, insurance, industrial, infrastructure, media and sport industries. The Filer’s head and registered office is located at Millennia Park, 16 Stellentia Avenue, Stellenbosch, South Africa 7600.
The authorized capital of the Filer consists of 1,000,000,000 ordinary shares with no par value and 100,000,000 Class B ordinary shares with no par value. As of May 30, 2025, there were 529,217,007 ordinary shares issued and outstanding and 39,056,987 Class B ordinary shares issued and outstanding. The only difference between the ordinary shares and the Class B ordinary shares is that the Class B ordinary shares have ten (10) times the voting rights of the ordinary shares. The ordinary shares and the Class B ordinary shares rank pari passu in all other respects, including in respect of dividends. All of the Class B ordinary shares are held by Rupert Beleggings Proprietary Limited, a Filer Shareholder which is not a Filer Canadian Shareholder.
The ordinary shares of the Filer (but not the Class B ordinary shares) are listed on the Johannesburg Stock Exchange (JSE). Effective January 3, 2022, the Filer obtained a secondary listing on the A2X Markets Exchange (A2X), an alternative South African stock exchange to the JSE. Other than the foregoing listings on the JSE and A2X, no securities of the Filer are listed or posted for trading on any other exchange or market in Canada or outside of Canada. The Filer is not a reporting issuer, and has no intention of becoming a reporting issuer, in any jurisdiction of Canada. The Filer has no intention to list its securities on any stock exchange in Canada.
Pursuant to the listings requirements of the JSE (the JSE Listings Requirements), the South African Companies Act 71 of 2008 (the Companies Act), and the Financial Markets Act 19 of 2012 (the Financial Markets Act), the Filer is subject to regular filing and reporting requirements in South Africa, including the publication of interim and annual audited financial statements, the announcement of any material transactions, the announcement of dividend declarations, the announcement of changes in the Filer’s board of directors and the announcement of dealing in Filer Shares by its directors. For the purposes of the Transaction (as defined below), the Filer is not required to make any additional disclosures under the listing requirements of A2X.
According to a geographic breakdown of shareholders prepared for the Filer by Computershare Investor Services (Proprietary) Limited (the Filer’s transfer secretaries) (Computershare), as at May 30, 2025, there were two (2) registered Filer Canadian Shareholders and fourteen (14) beneficial Filer Canadian Shareholders holding 67,158 ordinary shares, in the aggregate representing approximately 0.01182% of the outstanding ordinary shares of the Filer (i.e. including both ordinary shares and Class B ordinary shares). The Filer does not expect these numbers to have materially changed since that date.
Based on the information above, the number of Filer Canadian Shareholders and the proportion of Filer Shares held by such shareholders are de minimis.
Subject to applicable law and certain exceptions with respect to the entitlement to fractional shares, as described below, and any jurisdictions where the distribution is illegal, the Filer proposes to distribute all of the Unbundling Shares owned by it, on a pro rata basis and by way of a special dividend in specie, to the Filer Shareholders as of a record date to be declared by the Filer's board of directors. The record date is subject to the fulfilment of various conditions precedent encapsulated in the Transaction implementation agreement. The longstop date for the conditions precedent to be met is December 5, 2025, and accordingly the implementation of the Transaction and the Distribution is expected to take place during the third quarter of 2025.
EMH (previously known as Seardel Investment Corporation Limited, with its name changed to eMedia Holdings Limited effective on November 30, 2015) was incorporated under the laws of the Republic of South Africa on September 25, 1968. EMH is a diversified media and broadcasting services holding company. EMH’s head and registered office is located at 4 Albury Road, Dunkeld West, Randburg, Gauteng, South Africa, 2196.
EMH’s authorized capital consists of 70,000,000 ordinary shares with no par value (the EMH Ordinary Shares) and 1,055,000,000 N ordinary shares with no par value (the EMH N Shares). As of June 23, 2025, 63,810,244 EMH Ordinary Shares and 379,058,796 EMH N Shares were issued and outstanding.
The EMH N Shares are listed on the JSE. Other than the foregoing listing on the JSE, no securities of EMH are listed or posted for trading on any other exchange or market in Canada or outside of Canada. EMH is not a reporting issuer, and has no intention of becoming a reporting issuer, in any jurisdiction of Canada. EMH has no intention to list its securities on any stock exchange in Canada after the completion of the Transaction.
EMH is subject to regular filing and reporting requirements in South Africa, as prescribed in the JSE Listings Requirements, the Companies Act and the Financial Markets Act, including the publication of interim and annual audited financial statements, the announcement of any material transactions, the announcement of dividend declarations, the announcement of changes in its board of directors and the announcement of dealing in its shares by its directors.
Pursuant to a sequence of transaction steps which the Filer and EMH have agreed to implement (the Transaction), the Filer will acquire 238,472,945 EMH N Shares, representing 38.61712% of the issued and outstanding EMH N Shares. On the final record date of the Distribution, the Filer will hold 238,472,945 EMH N Shares, representing 35.00048% of the total issued and outstanding EMH shares (i.e. including both EMH Ordinary Shares and EMH N Shares). As of the date hereof, the Filer does not directly or indirectly hold any shares in EMH and has no intention of acquiring any shares in EMH other than pursuant to the Transaction.
Pursuant to South African law, EMH will be required to obtain shareholder approval for certain of the steps of the Transaction, as they are material corporate actions for EMH. The Transaction is not material for the Filer (being valued at less than 1% of the Filer's market capitalization) and the Filer is therefore not required to obtain shareholder approval for the Transaction nor the Distribution, but will, pursuant to the JSE Listings Requirements, be required to publish various announcements to its shareholders (the Filer Announcements) in relation to the Distribution.
The Filer Canadian Shareholders who receive the Unbundling Shares pursuant to the Distribution will, by virtue of the Filer Announcements, receive the same information as other Filer Shareholders about the ratio the Filer will use to compute the number of Unbundling Shares distributed per Filer Share, how fractional shares will be treated and the expected tax consequences of the Distribution. The Filer Canadian Shareholders will have access to all disclosure documents of the Filer (the Disclosure Documents) via the Filer’s website, as such documents are available to any other Filer Shareholders.
The Filer Canadian Shareholders who receive the Unbundling Shares pursuant to the Distribution will have the benefit of the same rights and remedies in respect of the Disclosure Documents that are available to Filer Shareholders resident in South Africa.
The Filer Shareholders will not be required to pay any cash, deliver any other consideration or surrender or exchange their Filer Shares, or take any other action in order to receive the Unbundling Shares in connection with the Distribution. The Distribution will not cancel or affect the number of outstanding Filer Shares and the Filer Shareholders will retain their certificates representing Filer Shares, if any. The Distribution will occur automatically and without any investment decision on the part of the Filer Shareholders.
No fractional Unbundling Shares will be distributed in connection with the Distribution. Instead, as soon as practicable following the Distribution, the distribution agent for the Distribution will aggregate all fractional Unbundling Shares into whole EMH N Shares, sell the whole EMH N Shares in the open market at prevailing market prices and distribute the net cash proceeds from the sales pro rata to each Filer Shareholder who otherwise would have been entitled to receive a fractional Unbundling Share in the Distribution.
According to a geographic breakdown of EMH shareholders prepared by Computershare, as at May 31, 2025, there was one (1) beneficial shareholder of EMH resident in Canada holding eighty-three (83) EMH N Shares and twenty-eight (28) EMH Ordinary Shares, representing approximately 0.012% of EMH shareholders worldwide, 0.00002% of the total number of issued and outstanding EMH N Shares and 0.00004% of the total number of issued and outstanding EMH Ordinary Shares.
After the Distribution, there will be approximately two (2) registered and fifteen (15) beneficial shareholders of EMH N Shares resident in Canada holding approximately 28,261 EMH N Shares (including the Unbundling Shares) in the aggregate, representing approximately 0.21% of the shareholders of EMH worldwide, 0.00458% of the issued and outstanding EMH N Shares and 0.00415% of all issued and outstanding shares in EMH (i.e. including both EMH Ordinary Shares and EMH N Shares).
Following the completion of the Distribution, Filer Canadian Shareholders who receive Unbundling Shares pursuant to the Distribution, to the extent they continue to hold such shares, will be treated as any other holder of EMH N Shares and will be concurrently sent the same disclosure materials required to be sent under applicable South African laws that EMH sends to its shareholders in South Africa.
There will be no active trading market for the EMH N Shares in Canada following the Distribution and none is expected to develop. Consequently, it is expected that any resale of EMH N Shares distributed in the Distribution will occur through the facilities of the JSE or any other exchange or market outside of Canada on which the EMH N Shares may be quoted or listed at the time that the trade occurs or to a person or company outside of Canada.
The Distribution to Filer Canadian Shareholders would be exempt from the prospectus requirement pursuant to subsection 2.31(2) of National Instrument 45-106 Prospectus Exemptions but for the fact that EMH is not a reporting issuer under the securities legislation in any jurisdiction of Canada.
Neither the Filer nor EMH is in default of any of its obligations under the securities legislation of any jurisdiction in Canada.
Decision
The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.
The decision of the principal regulator under the Legislation is that the Exemption Sought is granted on the condition that the first trade in EMH N Shares acquired pursuant to the Distribution will be deemed to be a distribution unless the conditions in subsection 2.15(2) of National Instrument 45-102 Resale of Securities, subsection 2.8 of OSC Rule 72-503 Distributions Outside Canada or section 11 of ASC Rule 72-501 Distributions to Purchasers Outside Alberta are satisfied.
DATED at Toronto this 28th day of August 2025.
“Leslie Milroy”
Leslie Milroy
Associate Vice President, Corporate Finance Division
Ontario Securities Commission OSC File#: 2025/0430