| Fri 27 Jun 2008, 16:02 | | HUG - Huge - Further announcement regarding the acquisition of iTalk Cellular |
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HUG
HUG
HUG - Huge - 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, 12 December 2007, and 25 March 2008 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, remains subject to the following suspensive conditions, which
conditions are required to be fulfilled by no later than 31 December 2008:
1. the granting of all regulatory approvals for the implementation of the Sale
Agreement ("first outstanding condition");
2. written confirmation from MTN Group Limited of the waiver of its pre-
emptive rights under the shareholders` agreement with the Vendor in
relation to iTalk in respect of the disposal of its shares in iTalk
("second outstanding condition");
3. written confirmation from Mobile Telephone Networks (Proprietary) Limited
of the waiver of its pre-emptive rights under the service provision
agreement in respect of the disposal of the shares held by the Vendor in
iTalk ("third outstanding condition");
4. the approval by the board of directors of iTalk for the acquisition of the
shares in iTalk by Huge ("fourth outstanding condition");
5. written confirmation from Mobile Telephone Networks (Proprietary) Limited
in terms of the service provision agreement with iTalk that it approves the
acquisition of the shares in iTalk by Huge ("fifth outstanding condition");
6. written confirmation from Mobile Telephone Networks (Proprietary) Limited
in terms of the service provision agreement with iTalk that it approves the
terms and conditions of the sale of the shares in iTalk by the Vendor to
Huge ("final outstanding condition");
Huge has received Competition Commission approval for the implementation of the
transaction in terms of the Sale Agreement.
The fulfillment of the first outstanding condition is under the control of Huge.
The second outstanding condition and the third outstanding condition are capable
of being waived by Huge.
The confirmations required in terms of the fourth outstanding condition, the
fifth outstanding condition, and the final outstanding condition may not be
unreasonably withheld by the entities obliged to provide the confirmations.
In terms of the Sale Agreement, Huge shall issue 93 000 000 ordinary shares
("the Vendor Consideration Shares") of 0.01 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 74 171
779 Vendor Consideration Shares at a price of 350.54 cents per share, such
option to be exercised on or before 31 August 2009 ("the Put Option").
In terms of the Option Agreement, Huge has secured an option which entitles Huge
to acquire 74 171 779 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").
MTN Group Limited has exercised its rights of pre-emption in terms of the
shareholders` agreement with the Vendor in relation to iTalk. The transaction
contemplated by MTN Group Limited will require a recommendation to be made by
the Competition Commission to the Competition Tribunal for unconditional
approval of the transaction contemplated by MTN Group Limited.
Huge intends to oppose the transaction contemplated by MTN Group Limited in the
event that the Competition Commission recommends the unconditional approval of
the transaction by the Competition Tribunal.
Johannesburg
27 June 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), JA Morelis, VM
Mokholo, SP Tredoux, M Pillay
*Non-executive
Date: 27/06/2008 16:02:01 Produced by the JSE SENS Department.
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