| Mon 25 Feb 2008, 8:07 | | AVU - Avusa Limited - Abridged Pre-Listing Statement |
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AUA
AUA
AVU - Avusa Limited - Abridged Pre-Listing Statement
Avusa Limited
(formerly Avusa Opco Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2008/002461/06)
Share code: AVU & ISIN: ZAE000115895
("Avusa" or "the company")
ABRIDGED PRE-LISTING STATEMENT
This abridged pre-listing statement is not an invitation to subscribe for
shares in Avusa, but is issued in compliance with the Listings Requirements of
the JSE Limited ("JSE") for the purpose of providing information to the public
with regard to Avusa.
Subject to the fulfilment of certain suspensive conditions, the JSE has granted
a listing to Avusa in the Consumer Services - Publishing sector under the
abbreviated name "Avusa", share code "AVU", ISIN code "ZAE000115895", with
effect from the commencement of business on Monday, 31 March 2008. The listing
of Avusa is by way of introduction.
1. Introduction to Avusa
Avusa was incorporated on 1 February 2008 to acquire and hold all of the
directly-held operating media and entertainment assets of ElementOne Limited
(formerly Avusa Limited) ("ElementOne").
Upon listing, Avusa`s business will consist of the following business units:
- Media;
- Entertainment;
- Retail;
- Books and Maps; and
- Music and Manufacturing.
Further details on these business units are presented below:
Media
Media comprises more than 20 national, regional and community newspapers, over
25 magazines in consumer, business and specialist fields, as well as digital
and broadcast enterprises. The business unit is home to the Sunday Times, The
Times, Sowetan, Sunday World, Business Day, Financial Mail, Daily Dispatch and
The Herald. Magazine brands include SA Home Owner, Longevity, Elle, Elle
Decoration and Soccer Life. The digital and broadcast enterprises include I-Net
Bridge, Career Junction, Summit Television and Learning Channel.
Entertainment
The Entertainment business unit includes Nu Metro Theatres, Popcorn Cinema
Advertising, Nu Metro Home Entertainment, Nu Metro Interactive and Nu Metro
Distribution. Nu Metro Theatres operates cinema multiplexes in South Africa,
and shows the latest releases from Hollywood, Bollywood and independent
studios. Popcorn Cinema Advertising is Nu Metro`s cinema advertising sales
division. Home Entertainment markets and distributes primarily DVD product into
the rental and retail trade and holds prestigious distribution licences for
20th Century Fox, Disney, Warner, the BBC, Universal and various independent
studios. Nu Metro Interactive distributes interactive games into the South
African market. Nu Metro Distribution is responsible for film distribution in
the South African market.
Retail
Retail consists of Exclusive Books, Van Schaik Bookstores and the Africa
business. Exclusive Books is South Africa`s leading book retailer, with 46
stores in upmarket shopping centres and at major South African airports. Van
Schaik is a national chain of 44 academic bookstores.
The Africa business unit houses the group`s initiatives in Kenya and Nigeria.
It owns the Business Day newspaper in Nigeria and operates cineplexes and media
stores. Compact Disc Technologies Nigeria has two moulding lines for the
manufacture of VCD and CD product to meet local and export demand.
Books and Maps
Struik Publishing has five major publishing imprints: Struik, Struik
Christian Books, Zebra, Oshun and Two Dogs. Books and Maps also includes South
Africa`s largest trade book distributor and warehousing facility, Booksite
Afrika. Map Studio is the biggest compiler and publisher of maps on the
African continent, while MAPIT is at the forefront of digital mapping, and
services fleet and logistics managers, satellite navigation providers, and
vehicle and asset trackers. Books and Maps also has operations in the United
Kingdom, Australia and New Zealand.
Music and Manufacturing
The Gallo Music Group, custodian of an archive of more than 80 years of South
African music, is a leading producer, publisher and distributor of recorded
music. The Music business unit holds a 40% interest in Warner Music Gallo
Africa, a company which has the exclusive South African rights to Warner
Music`s international repertoire.
CDT, the foremost manufacturer of CD and DVD product in Africa,
maintains state-of-the-art equipment and systems which have been
internationally recognised.
2. Purpose of listing on the JSE
The board of directors of ElementOne is of the opinion that the separate
listing of its operating media and entertainment assets will facilitate the
unlocking of shareholder value. It will also enable the management of Avusa to
focus on the core operations of the business with a view to enabling Avusa to
enhance its position as a significant integrated media and entertainment
company.
The unbundling by ElementOne to its shareholders of its shares held in Avusa by
way of a distribution in specie in terms of section 46 of the Income Tax Act,
1962 (Act 58 of 1962), as amended, in the ratio of one Avusa share for every
one ElementOne share held at the close of business on the record date will
allow investors to attribute appropriate individual share price ratings to
ElementOne and Avusa, aligned to the specific dynamics of the respective
companies.
3. Prospects
The markets in which Avusa will operate after its listing, are currently
experiencing economic cycle changes.
The company, however, has young, talented executives and employees, supported
by strong brands and an array of established and new businesses, all ready to
deliver the next phase of value growth.
Avusa is well positioned for further value creation as an integrated media and
entertainment group with an exciting platform from which to pursue both
organic and acquisitive growth opportunities.
4. Directors
The names, ages, qualifications, nationalities, business addresses and
positions/occupations of the directors of Avusa are set out below:
Name, age, qualifications and Position/
nationality Business address Occupation
Mashudu Elias Ramano (54)*# 94 Jan Smuts Avenue Independent non-executive
(South African) Saxonwold, 2196 chairperson of
the Avusa board
Prakash Chandra Desai (53) 4 Biermann Avenue Group chief executive
BCom, BCompt (Hons), CA(SA) Rosebank, 2196 officer of Avusa
(South African)
Howard Benatar (42) 4 Biermann Avenue Chief financial officer
BCom, BAcc, CA(SA) Rosebank, 2196 of Avusa
(South African)
Martin Dods Brand (64)*# 13 Bridlewood Independent non-executive
(South African) Welgelee Road director of Avusa
Constantia, 7806
Laura Mokgadi Machaba-Abiodun 225 Bell Drive Independent non-executive
(47)*# Noordheuwel director of Avusa
BCom (Law), H Dip Ed (post- Krugersdorp, 1756
graduate),
MBA, MA, OCM (Harvard)
Tommy Richard Alpheus Oliphant 5 Spreeu Road Independent non-executive
(62)*# Sunward Park director of Avusa
MAP Boksburg, 1459
(South African)
Thomas Alexander Wixley (67)*# 316a Killarney Mall Independent non-executive
BCom, CA(SA) Riviera Road director of Avusa
(South African) Killarney, 2041
* Non-executive
# Independent
5. Share capital of Avusa
At the listing date the authorised share capital of Avusa will comprise
1 000 000 000 ordinary shares with a par value of 0,1 cent each. The company
will have an issued share capital of R103 821 comprising 103 821 159 ordinary
shares with a par value of 0,1 cent each and a share premium of approximately
R1 billion. All shares rank pari passu in all respects.
6. Pre-listing statement
An electronic version of the full pre-listing statement can be downloaded
from the Avusa website at www.avusa.co.za from Monday, 25 February 2008, being
the date that the pre-listing statement will be issued. Copies of the
pre-listing statement are available in English only and may be obtained during
normal business hours from the date of issue until Tuesday, 18 March 2008 from
the company`s registered office, the sponsor and the transfer secretaries at
the addresses set out below:
Avusa 4 Biermann Avenue
Rosebank
Johannesburg, 2196
Nedbank Capital Block F, 3rd Floor, 135 Rivonia Road
Sandown
Sandton, 2196
Computershare Investor Services Ground Floor
70 Marshall Street
Johannesburg, 2001
7.Salient dates and times
Shareholders are referred to the unbundling announcement released on SENS, and
published in the press, which announcement sets out the salient dates and
times.
Johannesburg
25 February 2008
Investment bank and sponsor
NEDBANK CAPITAL
Legal advisers
WERKSMANS ATTORNEYS
Reporting accountants and auditors
Deloitte
Deloitte & Touche
Registered Auditors
Date: 25/02/2008 08:07:12 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
