| Fri 3 Apr 2009, 16:28 | | HUG - Huge - Detailed cautionary announcement regarding a possible cash offer |
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HUG
HUG
HUG - Huge - Detailed cautionary announcement regarding a possible cash offer
HUGE GROUP LIMITED
(Registration number 2006/023587/06)
Share code: HUG ISIN: ZAE000102042
("Huge" or "the company")
DETAILED CAUTIONARY ANNOUNCEMENT REGARDING A POSSIBLE CASH OFFER
Shareholders are advised that the board is in preliminary discussions
regarding the structure, funding and outcome of a transaction ("proposed
transaction") that, if proposed, would result in the same offer being made to
all shareholders for them to sell, on a voluntary basis, all or some of their
shares in the company for a cash price.
The board has appointed a committee of independent directors to consider the
proposed transaction. The committee, on behalf of the board, will obtain
independent expert advice.
As regards the proposed transaction and offer:
1. Holders of a significant number of the issued shares of the company
(excluding 5 647 297 treasury shares) have irrevocably undertaken to
support the proposed transaction and to accept an offer to purchase all
their shares in the company for a cash price of not less than 160 cents
per share ("the offer"), provided that the offer is made and, should the
offer trigger a change in control of the company, the Securities
Regulation Panel is provided with the cash confirmation required under
the SRP Code no later than 29 May 2009;
2. A financial investor has expressed interest in investing in the business
of the company such that this investment would provide a source of the
funding for acceptances of the offer.
3. The interest of the financial investor in investing in the business of
the company is premised on its investment being into an unlisted company.
4. Implementation of the proposed transaction, which would be subject to
conditions, including the outcome of a due diligence investigation into
the company and the requisite shareholder and regulatory approvals, would
be likely to entail the de-listing of the company.
This announcement does not reflect or constitute a firm intention to make any
offer to shareholders of Huge and no such offer may follow.
Accordingly, pending further announcements, shareholders are advised to
exercise caution when dealing in their Huge shares.
Woodmead
3 April 2009
Designated Advisor
Arcay Moela Sponsors (Pty) Limited
(Registration number 2006/033725/07)
Date: 03/04/2009 16:28:01 Produced by the JSE SENS Department.
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