| Tue 25 Mar 2008, 16:16 | | HUG - Huge Group Limited - Further announcement regarding the acquisition of |
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HUG
HUG
HUG - Huge Group Limited - Further announcement regarding the acquisition of
ITALK cellular (Proprietary) Limited ("ITALK")
HUGE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(formerly Vanquish Fund Managers Limited)
(Registration number 2006/023587/06)
Share code: HUG & ISIN: ZAE000102042
("Huge" or "the Company")
FURTHER ANNOUNCEMENT REGARDING THE ACQUISITION OF iTALK CELLULAR (PROPRIETARY)
LIMITED ("iTalk")
Shareholders are referred to the previous announcements dated 9 November 2007,
29 November 2007, and 12 December 2007, and are advised that the formal sale of
shares agreement ("Sale Agreement"), dated 4 February 2008, between Huge and The
Bebinchand Seevnarayan Trust ("the Vendor"), in relation to the acquisition by
Huge of 59% of the ordinary shares held by the Vendor in iTalk as well as the
shareholder claims on loan account held by the Vendor against iTalk, has now
been signed.
In terms of the Sale Agreement, Huge shall issue 93 000 000 ordinary shares
("the Vendor Consideration Shares") of one hundredth of 1 cent each to the
Vendor at an issue price of 550 cents per share, being a premium of 549.99 cents
per share.
In terms of an option agreement ("Option Agreement") between Huge and the
Vendor, Huge has granted the Vendor an option to require Huge to acquire the
Vendor Consideration Shares at a price of 335.27 cents per share, such option to
be exercised on or before 30 June 2008 ("the Put Option").
In terms of the Option Agreement, Huge has secured an option which entitles Huge
to acquire the Vendor Consideration Shares at a price of 550 cents per share,
such option to be exercised on or before 30 June 2010 ("the Call Option").
Huge has secured undertakings from a number of institutions to subscribe for 23
809 524 Vendor Consideration Shares and has also secured debt funding from
Investec Private Bank, a division of Investec Bank Limited, to enable Huge to
acquire 69 190 476 Vendor Consideration Shares should the Vendor elect to
exercise the Put Option.
A circular to shareholders is in the process of being compiled and shall be
posted before the end of April 2008.
Johannesburg
25 March 2008
Corporate Advisor
Manhattan Equity Corporate Finance (Proprietary) Limited
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Registered office:
Block 2, Woodlands Drive Office Park, 5 Woodlands Drive, Woodmead, Johannesburg,
2191 (PO Box 16376, Dowerglen, 1610)
Transfer secretaries
Computershare Limited, Ground Floor, 70 Marshall Street, Johannesburg
Directors:
EF Lediga*, BA McQueen*, AD Potgieter (CEO), JC Herbst (FD), MR Nordien, VM
Mokholo
*Non-executive
Date: 25/03/2008 16:16:06 Produced by the JSE SENS Department.
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