--- title: "Media24: Paarl Media, Novus, Caxton and the On the Dot dispute" language: en canonical: https://dossiertwist.com/dossiers/naspers/media24/ as_of: 2026-09-21 keywords: ["Naspers","Prosus","Tencent","Koos Bekker","Fabricio Bloisi","Keeromstraat 30 Beleggings","Naspers Beleggings","A ordinary shares","cross-holding","share repurchase programme","Media24","MultiChoice","Takealot","Avito","Kismet Capital Group","Ivan Tavrin","Competition Commission","Competition Tribunal","Just Eat Takeaway.com","PayU"] --- # Media24: Paarl Media, Novus, Caxton and the On the Dot dispute **Question.** What do the competition and court records show about Media24's printing transactions, its 2024 restructuring and the cases brought against it? **Answer.** Caxton sought to intervene in three competition proceedings involving the group: in 2007 the Competition Appeal Court dismissed its review of the limits on its intervention in Naspers's M-Net and SuperSport merger, in 2014 the Media24/Paarl Media merger was abandoned some five days after Caxton was granted leave to intervene, and in 2017 the Tribunal denied its intervention and conditionally approved the Media24/Novus merger, finding Media24's divestment from 66.5% to 19% to be in effect a de-merger. In 2024 Media24 agreed to sell On the Dot and community and soccer titles to Novus subsidiaries; the Competition Commission approved the sale with conditions, the Competition Appeal Court dismissed an urgent challenge by Capital Newspapers and Caxton, and no Constitutional Court decision on their announced approach to that court is in the retained record. In two civil suits, the Supreme Court of Appeal dismissed appeals by Media 24 and an employee against a sexual-harassment damages award in 2005, and the Western Cape High Court set aside a private plaintiff's defamation particulars in 2022 with leave to amend. ## 2007: Caxton and the M-Net and SuperSport merger - Analysis: In 2007 Naspers proposed to take control of Electronic Media Network Limited (M-Net) and SuperSport International Holdings Limited, a large merger requiring Competition Tribunal approval, with hearings scheduled for 8 to 12 October 2007. In its founding affidavit to the Tribunal, Caxton averred that Naspers was the largest publisher of newspapers and magazines in South Africa, which fell under the direct control of Media24, that Naspers and Caxton competed in the print market for subscribers and advertisers, and that it apprehended that after the merger Naspers would engage in cross-subsidisation, foreclosure and anti-competitive bundling. These are Caxton's averments as an applicant to intervene; the Competition Appeal Court did not rule on them. Naspers's answering affidavit did not oppose Caxton's intervention but submitted that Caxton should be permitted to raise only the issues of bundling and foreclosure. After a hearing on 23 July 2007 the Tribunal granted Caxton and CTP Publishers and Printers Limited leave to intervene, limited to foreclosure and bundling. Caxton sought review of that limitation in the Competition Appeal Court (case 72/CAC/Aug 2007); in a judgment delivered on 8 October 2007 (Levinsohn AJA; Davis JP and Mailula AJA), the court held that Caxton had not shown that the Tribunal acted ultra vires, exceeded its jurisdiction or improperly exercised its discretion, and dismissed the review with costs, including those of two counsel. Naspers, M-Net and SuperSport were represented by counsel instructed by Werksman Inc. The outcome of the merger hearing itself was not found in the retained record. [src-111] ## Paarl Media and the abandoned 2014 merger - Analysis: According to the Competition Tribunal's 2017 reasons in case LM012Apr16, Media24 first acquired a joint controlling interest in Paarl Media Holdings (Pty) Ltd and Paarl Coldset (Pty) Ltd, the predecessors of Novus Holdings, from the Retief family in 2000; Lambert Retief was retained as managing director under a management agreement, and his involvement diminished over time. The reasons state that Paarl Media Group (Pty) Ltd, the holding company of Paarl Media Holdings and Paarl Coldset, was rebranded as Novus Holdings Limited in 2015. A note to Naspers's consolidated annual financial statements for the year to 31 March 2014 states that in October 2008 the Media24 group entered into a contract with the Retief family trust containing a put option under which the trust could require Media24 to buy its remaining interests in Paarl Media Holdings (5%) and Paarl Coldset (12.6%); the trust exercised the option in November 2013, and the transaction was awaiting the approval of the South African Competition Commission. In 2014 Media24 and the Retief interests entered into a further transaction, notified to the Commission as a large merger, under which Media24 would acquire sole control of Paarl Media Holdings and Paarl Coldset by buying the last 5% of Paarl Media Holdings that it did not yet control and 12.63% of Paarl Coldset from the Retief family; the Commission recommended unconditional approval. The Tribunal later recorded that the merging parties abandoned the transaction some five days after Caxton was granted leave to intervene on 18 August 2014. [src-160] [src-052] [src-130] - Analysis: In Competition Tribunal case 019323 (panel: A Wessels presiding, M Mazwai and A Roskam), heard on 13 August 2014 and decided on 18 August 2014, the Tribunal granted Caxton and CTP Publishers and Printers Limited leave to intervene in the merger proceedings between Media24, Paarl Media Group, Paarl Media Holdings and Paarl Coldset. The intervention was limited to the likely effects of the merger under sections 12A(2) and 12A(3) of the Competition Act and specified issues, among them the firms directly or indirectly controlling Naspers Limited and their printing and publishing interests, and included rights to inspect documents, call for discovery, cross-examine witnesses and adduce evidence on those issues. According to a news report of 19 August 2014, published by an outlet that discloses Caxton as its majority shareholder, Caxton accused the merging parties (Media24, Paarl Media Holdings and Paarl Coldset) of misleading the competition authorities by not making a full disclosure, challenged their contention that the merger would make little difference because Media24 already held 95% of the shares, and argued that a merger of the biggest publishing and the biggest printing companies in South Africa could lead to anti-competitive information sharing and harm media diversity. These were Caxton's submissions as an intervening competitor. The report states that the merging firms denied the allegations, saying that Caxton's concerns had been conveyed to the Competition Commission, which remained unconcerned; Naspers's head of investor relations, Meloy Horn, said Naspers would not comment at that time. No Tribunal finding on Caxton's submissions is in the retained record, because the merging parties abandoned the transaction some five days after the intervention was granted. [src-132] [src-130] [src-160] ## Novus: the 2015 listing challenge and the 2017 conditional approval - Analysis: According to the Competition Tribunal's 2017 reasons, after the 2014 transaction was abandoned the Paarl Media Group, rebranded as Novus, announced its intention to list its shares on the JSE; under the JSE listing conditions the merging parties had to implement a Restated Management Agreement, under which Media24 would have sole control of the group. Caxton applied to the Tribunal to require the transaction to be notified as a merger; the Tribunal held that the agreement did not constitute a change in control, but this was overturned on appeal, and under the Competition Appeal Court's judgment of 25 November 2015 (case 136/CAC/Mar2015) the acquisition of sole control over Novus by Media24 on or about 31 March 2015 had to be notified to the Commission. In 2017 the Competition Commission recommended that the Tribunal approve the merger by which Media24 had acquired control of Novus Holdings, subject to a divestiture condition under which Media24 would no longer control Novus: Media24 would unbundle Novus shares to Naspers shareholders, keep only 19% and have no management control. A news report describes Novus as a commercial printing operation controlled by Media24 that controls firms including Paarl Media Holdings, Paarl Media and Print Media Paarl. [src-160] [src-144] [src-050] - Analysis: A news report of 6 June 2017 states that the Tribunal was to hear an application by Caxton and CTP Publishers on 7 June 2017 to intervene in the merger hearing in which Media24 was to acquire Novus Holdings. Caxton said it had a material and substantial interest, submitted among other things that Naspers chairman Koos Bekker be called to give evidence on the control structure, and wished to intervene on the effect of exclusive contracts between Media24 and Novus on the South African printing market. The report describes Media24 as the Naspers subsidiary that conducts the group's print publication business and holds its printing business indirectly through Novus. These are Caxton's submissions as an intervening competitor, not findings. A news report of the hearing states that Media24 argued that the conditions constituted a de-merger and that it would be practical and sensible to accept them without a lengthy inquiry into the questions Caxton had been raising over a number of years, and that the Naspers companies did not respond in detail on the control structure, arguing that an inquiry was unnecessary because the unbundling conditions would remove any control by Media24 over Novus. The Tribunal's reasons record that some of Caxton's concerns were met by undertakings on the Restated Management Agreement and a printing contract, and that the Tribunal denied the intervention largely because the divestiture conditions had removed the control issue from consideration. [src-144] [src-050] [src-160] - Analysis: On 2 August 2017 the Competition Tribunal (case LM012Apr16; Norman Manoim presiding, with Andreas Wessels and Mondo Mazwai) conditionally approved the merger between Media24 (Pty) Ltd and Novus Holdings Limited and issued its reasons on 22 August 2017. The reasons record that Media24 offered to divest part of its holding in Novus, from 66.5% to 19%. The conditions provide that the Restated Management Agreement terminates, that printing contracts become terminable by Media24 on six months' notice, and that Naspers will not appoint members to Novus's executive committee or board, while Media24 may nominate to the Novus board a person not employed at an operational level in its publishing division. The Tribunal found that the divestment was in effect a de-merger under which Media24 no longer controls Novus de jure. Records differ on Media24's shareholding before the divestiture: the Tribunal's reasons state that at the time of the hearing Media24 held 66.5% of Novus, while two news reports of the Commission's recommendation, both originating from the same outlet, describe the stake to be unbundled as 93.9% and 93.88%; all three records state that Media24 would retain 19%. The Tribunal's reasons are the adjudicating record; the news reports may describe a different measure or date, which the retained record does not explain. [src-160] [src-050] [src-047] - Analysis: Records also describe the relationship between Novus Holdings and Paarl Media Holdings differently. The Competition Appeal Court's judgment of 24 December 2024 states that Novus Holdings Limited is controlled by Paarl Media Holdings (Pty) Ltd and that Novus Print (Pty) Limited is its subsidiary; the Competition Tribunal's 2017 reasons state that Paarl Media Group (Pty) Ltd, the holding company of Paarl Media Holdings and Paarl Coldset, was rebranded as Novus Holdings Limited in 2015, and a 2017 news report states that Novus controls Paarl Media Holdings. The records date from 2017 and 2024 and may describe the structure at different times; the retained record does not resolve which company controls the other. [src-085] [src-144] [src-160] ## Restructuring: the 2020 plan and the 2024 print closures - Analysis: In a 2020 statement, the South African National Editors' Forum (SANEF) expressed concern that Media24 planned to retrench hundreds of journalists, citing Media24 CEO Ishmet Davidson's statement that the COVID-19 pandemic had accelerated the long-term structural decline in print media, with significant declines in circulation and advertising since April. According to SANEF, the plan was expected to affect around 510 staff members (a proposed reduction of close on 660 positions) out of 2 971, largely in print media and distribution, and included closing Move! and the Hearst portfolio (Men's Health, Women's Health, Bicycling, Runner's World), publishing DRUM in digital format only, outsourcing editorial production of the remaining monthly magazines including Fairlady and SARIE, reducing monthly magazines to six issues a year (eight for some titles), and closing Son op Sondag and Sunday Sun. [src-154] - Analysis: According to news reports, in June 2024 Media24 announced its intention to cut up to 400 jobs and to close the print editions of several newspapers, including Beeld, Rapport, City Press, Daily Sun and Soccer Laduma, with Rapport, City Press and Daily Sun to continue as digital-only brands, and to sell its media logistics business On the Dot and its community newspaper portfolio to Novus Holdings, subject to regulatory approval. A competition-law research centre's news item attributes the restructuring to declining advertising revenue and a shrinking print readership. A news report of 24 June 2024 states that Naspers, as owner of Media24, said it was pursuing the continuation of its businesses despite the decision to halt major print publications, and that the company was responding to the global culture of online news consumption. A news report also quotes correspondence from the trade union Solidarity to Media24 stating that it had been informed that Caxton and CTP Publishers and Printers had allegedly made a commercial offer to Media24 on alternatives to the operational reasons given for retrenchments, which might prevent retrenchments, and demanding an undertaking that Media24 would not proceed with the retrenchment process while the commercial negotiations, and any legal action between the parties, had not been finalised; Solidarity said it had instructed its legal team to consider possible legal interventions. Solidarity relays an alleged offer: neither Caxton's offer nor any reply by Media24 to the union is in the retained record, and no legal intervention by Solidarity was found in it. [src-163] [src-153] [src-149] [src-118] ## On the Dot: the sale and the court challenge - Analysis: In July 2024 Media24 confirmed that it would not implement retrenchments or newspaper closures until the Competition Commission approved its proposed sale of On the Dot and several community newspapers to Novus. Media24 CEO Ishmet Davidson said it had never been the intention to close the titles before approval, because the sale of On the Dot was a direct consequence of the intended closures, but that the undertaking did not include ceasing the Section 189 consultation process. A news report of 12 July 2024 stated that Media24 had not yet filed a merger application with the Commission, and that Capital Newspapers and Caxton had placed press advertisements calling for no early closure of the titles before the competition authorities approved the transaction. According to the Competition Appeal Court's judgment of 24 December 2024, on 5 August 2024 Media 24 (Pty) Ltd concluded three sale-of-business agreements with wholly owned subsidiaries of Novus Holdings: Free 4 All (Pty) Ltd for On the Dot, Intrepid Printers (Pty) Ltd for community newspapers, and Victory Ticket 376 (Pty) Ltd for the soccer titles Soccer Laduma and Kick Off. On 30 October 2024 the Commission approved the intermediate merger subject to conditions, including that for three years the merged entities offer cold-set printing and On the Dot's distribution services separately and that the merging parties not retrench employees as a result of the merger for three years from implementation. According to the respondents, the purchase price was paid, the merger implemented and notices under section 187 of the Labour Relations Act issued to the relevant employees on 31 October 2024. [src-153] [src-085] - Analysis: Capital Newspapers (Pty) Ltd, publisher of six community newspapers including the Witness, and Caxton & CTP Publishers and Printers Limited, which holds 45% of its shares, applied urgently to the Competition Appeal Court (case 259/CAC/Oct24) for an interim interdict against Media 24 Holdings Limited (part of the Naspers Limited media group), its subsidiary Media 24 (Pty) Ltd, Novus Holdings and others to stop implementation of the On the Dot transaction and to suspend the Commission's approval, contending that the sale was part of a broader plan, including the closure of print titles, that the Commission had not assessed. Media 24's interim chief executive, Raj Lalbahadur, stated in the answering affidavit that the merger had been fully implemented and that it was not competent in law to interdict it; he also stated that Capital/Caxton had originally been interested in acquiring On the Dot only if Media 24 retained the newspapers in print and had then sought to acquire titles that were not for sale because Media 24 had decided to retain them and migrate from print to digital, and that Media 24's statements linking the sale to the closures concerned the timing of that migration rather than an overall merger. In a judgment of 24 December 2024 by Davis AJA (Nuku JA and Siwendu AJA concurring), the court found that no merger as advanced by the applicants had taken place and dismissed the application with costs, including the costs of two counsel. A competition-law research centre's news item of 20 January 2025 reports that Caxton and Capital Newspapers announced that they were taking the dispute directly to the Constitutional Court after that ruling, which cleared the way for Media24 to close print publications including Beeld, Rapport, City Press and Daily Sun and to sell On the Dot to Novus Holdings; Caxton chair Paul Jenkins said that a different legal interpretation might yield another outcome. No Constitutional Court decision on the matter was found in the retained record. [src-085] [src-149] ## Civil suits against Media24 - Analysis: On 1 June 2005 the Supreme Court of Appeal (case 301/2004, [2005] ZASCA 64) dismissed with costs the appeals of Media 24 Limited and an employee who had been a trainee manager at Media 24 against a Cape High Court judgment that had held them jointly and severally liable to pay R776 814 in damages to a secretary employed by Nasionale Tydskrifte Ltd, a wholly owned subsidiary of Media 24, for sexual harassment to which the trial court found she had been subjected by that employee over approximately five months. In its pleadings Media 24 denied being vicariously liable and denied that Nasionale Tydskrifte owed its employees a general delictual duty of care, pleading that an employer's obligations in this regard arose under labour legislation and were justiciable only by the Labour Court, that Nasionale Tydskrifte had in any event fully complied with them, and that under section 35(1) of the Compensation for Occupational Injuries and Diseases Act the secretary had no claim against Nasionale Tydskrifte other than under that Act; the employee denied the harassment. Counsel for Media 24 submitted that a sexual-harassment policy had been accepted and applied throughout the Naspers group, of which Nasionale Tydskrifte formed part, already in 1997, and had been distributed and made known throughout the group. The trial court had held Media 24 vicariously liable; the Supreme Court of Appeal upheld the claim on the basis of a culpable breach by Nasionale Tydskrifte, for whose obligations Media 24 had accepted liability, of its legal duty to create and maintain a working environment in which employees were not sexually harassed, and left open the question of vicarious liability. The dismissal of both appeals is the last step in the retained record; the judgment is reported as 2005 (6) SA 328 (SCA), and no further appeal was found. [src-108] - Analysis: In case 15855/21 in the Western Cape High Court, a private plaintiff who drafted his own particulars of claim sued Media24, Naspers and three individuals, among them the editor of Rapport and the journalist who wrote the first Rapport article, over articles published by Media24 between July 2016 and May 2021 (five in Rapport, two in Beeld and one on Netwerk24) that he alleged were defamatory; he claimed R30 billion in compensatory damages from the defendants jointly and individually and R16.1 million in punitive damages from all defendants except Naspers, including R10 million from Media24. The defendants excepted to the particulars of claim on seven grounds, after first serving a notice under rule 23(1) to remove the causes of complaint; the plaintiff opposed the exception and was represented by counsel at the hearing. The court noted that the particulars did not allege that Media24 is a subsidiary of Naspers, although defendants' counsel argued on the basis that this could be accepted as a fact. In a judgment delivered on 20 May 2022, Rogers J upheld the defendants' exception in substantial part, including in respect of Naspers because the particulars alleged no facts establishing a holding company's separate liability, set aside the particulars of claim, granted leave to deliver amended particulars within one month, and ordered the plaintiff to pay the defendants' costs, including the costs of two counsel where employed. The defendants were represented by counsel instructed by Webber Wentzel. No amended particulars or later judgment in case 15855/21 was found in the retained record. [src-112] ## Sources - [src-111] Court record source · src-111 - [src-160] Competition Tribunal of South Africa, case LM012Apr16: reasons for the conditional approval of the Media24 / Novus Holdings merger, Competition Tribunal of South Africa - [src-052] Company statement source · src-052 - [src-130] Media source · src-130 - [src-132] Competition Tribunal of South Africa, case 019323: order on the intervention application of Caxton and CTP Publishers and Printers Limited in the Media24 / Paarl Media merger (August 2014), Competition Tribunal of South Africa, 2014-08 - [src-144] Media source · src-144 - [src-050] Media source · src-050 - [src-047] Media source · src-047 - [src-085] Court record source · src-085 - [src-154] Other source · src-154 - [src-163] Media source · src-163 - [src-153] Media source · src-153 - [src-149] Research source · src-149 - [src-118] Media source · src-118 - [src-108] Court record source · src-108 - [src-112] Court record source · src-112