| Fri 30 Nov 2007, 17:00 | | AUA - Avusa Limited - Competition tribunal approval and salient dates |
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AUA
AUA
AUA - Avusa Limited - Competition tribunal approval and salient dates
Avusa Limited
(Formerly Johnnic Communications Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1889/000352/06)
Share code: AUA & ISIN: ZAE000107090
("Avusa")
Competition Tribunal Approval and Salient Dates
Introduction
Further to the announcement dated 31 May 2007, shareholders are advised that
on 8 November 2007 the Competition Tribunal unconditionally approved the sale
of Avusa`s effective 38,56% stake in Electronic Media Network Limited
("M-Net") and SuperSport International Holdings Limited ("SuperSport") to
Naspers Limited ("Naspers") ("the M-Net and SuperSport sale" or "the
transaction"). All the suspensive conditions have now been fulfilled and the
transaction is therefore unconditional.
Consideration
The purchase consideration will be discharged by Naspers through:
- the issue of 20 886 667 new Naspers N shares ("Naspers distribution
shares"), to be listed on the JSE; and
- R250 million cash.
The unbundling
The cash consideration of R250 million will be applied towards the taxes
payable as a result of the transaction.
The Naspers distribution shares issued to Avusa will be unbundled to the
Avusa shareholders in accordance with the timetable below. Avusa shareholders
will receive 20,11793 Naspers N shares for every 100 Avusa shares held on the
record date, Friday, 21 December 2007.
Fractions and fractional entitlements
Trading in the Strate environment does not permit fractions and fractional
entitlements. Accordingly, where an Avusa shareholder`s entitlement to
Naspers N shares gives rise to a fraction of a Naspers N share, such fraction
will be rounded up to the nearest whole number where the fraction is greater
than or equal to 0,5 and rounded down to the nearest whole number where the
fraction is less than 0,5.
Salient dates
Set out below are the salient dates pertaining to the unbundling:
2007
Effective date of the M-Net and SuperSport sale on Friday, 30 November
Last day to trade in Avusa shares on the JSE
in order to participate in the unbundling on Thursday, 13 December
Listing of the Naspers distribution shares
from the commencement of business on Friday, 14 December
Avusa shares trade ex-rights to the Naspers
distribution shares on Friday, 14 December
Record date to participate in the unbundling on Friday, 21 December
Naspers N share certificates posted by registered
post to Avusa certificated shareholders on or about Monday, 24 December
Avusa dematerialised shareholders` accounts at the
CSDP/broker credited with the Naspers distribution
shares on Monday, 24 December
Notes:
1 Any changes to the above dates will be released on SENS and published in
the press.
2 Avusa share certificates may not be dematerialised or rematerialised
between Friday, 14 December 2007 and Friday, 21 December 2007, both days
inclusive.
Proposed unbundling of OpCo
In an announcement dated 11 April 2007, Avusa shareholders were advised of
the proposal to separate the businesses of Avusa into two listed entities.
This will be achieved by the formation of a new wholly-owned subsidiary
("OpCo") that will acquire 100% of all Avusa`s directly-held operating media
and entertainment assets. Following this it is proposed to simultaneously
unbundle the shares in OpCo to the Avusa shareholders and list OpCo on the
JSE. This is expected to take place during the first quarter of 2008 and
further details will be published in due course.
Johannesburg
30 November 2007
Investment bank and sponsor
Nedbank Capital
Legal advisers
Werksmans
Attorneys
Date: 30/11/2007 17:00:01 Produced by the JSE SENS Department.
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