| Tue 10 Feb 2009, 11:04 | | HUG - Huge Group Limited - Further update regarding the acquisition of iTALK |
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HUG
HUG
HUG - Huge Group Limited - Further update regarding the acquisition of iTALK
Cellular (Proprietary) Limited ("iTALK")
HUGE GROUP LIMITED
(formerly Vanquish Fund Managers Limited)
(Registration number 2006/023587/06)
Share code: HUG & ISIN: ZAE000102042
("Huge" or "the Group" or "the company")
FURTHER UPDATE 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, 25 March 2008, and 27 June 2008 in which
shareholders of Huge were advised that the formal sale of shares agreement
("Huge 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, remained subject to a
number of suspensive conditions, which conditions were required to be fulfilled
by no later than 31 December 2008.
MTN Group Limited ("MTN") exercised its rights of pre-emption in terms of the
shareholders` agreement with the Vendor in relation to iTalk. The transaction
contemplated by MTN ("the MTN Transaction") required a recommendation to be made
by the Competition Commission to the Competition Tribunal for unconditional
approval of the MTN Transaction.
The suspensive conditions in the Huge Sale Agreement were therefore dependent on
the outcome of the decision of the Competition Tribunal on the MTN Transaction.
On the 11 November 2008, the Competition Commission recommended the
unconditional approval of the MTN Transaction by the Competition Tribunal.
Huge opposed the MTN Transaction and made an application to the Competition
Tribunal for leave to intervene in the merger proceedings.
This application for leave to intervene was dismissed and on 7 January 2009 the
merger between MTN and iTalk was unconditionally approved.
Accordingly the Huge Sale Agreement has lapsed because the suspensive conditions
were not fulfilled within the required time period. The costs of the attempted
acquisition of iTalk are estimated at approximately R3 million and will be
written off in the 2009 financial year. The deposit of R5 million, plus
interest, has been refunded to Huge.
Johannesburg
10 February 2009
Corporate Advisor
Manhattan Equity Corporate Finance (Proprietary) Limited
Designated Advisor
Arcay Moela Sponsors (Proprietary) Limited
Date: 10/02/2009 11:04:01 Produced by the JSE SENS Department.
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