| Thu 14 Oct 2010, 12:05 | | AVU - Avusa Limited - Results of meeting |
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AVU
AVU
AVU - Avusa Limited - Results of meeting
Avusa Limited
(Incorporated in the Republic of South Africa)
(Registration number 2008/002461/06)
JSE share code: AVU
ISIN: ZAE000115895
("Avusa" or "the Company")
Results of general meeting and update on the suspensive conditions relating to
the proposed acquisition by Avusa of the entire issued share capitals of
Universal Print Group (Proprietary) Limited ("UPG") and Hirt & Carter
(Proprietary) Limited ("H&C") from UHC Communications (Proprietary) Limited
("UHC" or "the Seller"), as well as any claims that the Seller may have against
UPG and H&C ("the Acquisition")
1. Results of general meeting
Shareholders are notified that at the general meeting of Avusa`s
shareholders held today, Thursday, 14 October 2010, to consider and, if
deemed fit, approve the resolutions necessary to give effect to the
Acquisition, all the resolutions were approved by the requisite majority.
The resolution to approve the Acquisition was approved by 96.06% of the
shares voted.
2. Update on suspensive conditions
The Acquisition is subject to the fulfilment and/or waiver, as the case may
be, of a number of suspensive conditions ("the Suspensive Conditions"). The
following Suspensive Conditions remain to be fulfilled or waived, as the
case may be, on or before 24 October 2010:
2.1 Avusa confirming to UHC in writing that it is satisfied that a
sufficient number of key employees have concluded service agreements
with UPG or H&C, or have amended their current terms of employment, to
the extent required by Avusa;
2.2 the articles of association of UPG, as well as all of its subsidiary
companies, being amended to conform to Schedule 10 of the JSE Limited
Listings Requirements;
2.3 the consent of counter parties to key contracts with UPG or H&C or any
of their subsidiaries to the Acquisition is obtained, to the extent
required;
2.4 the Acquisition being approved by the competition authorities of
Namibia and Zimbabwe;
2.5 Avusa securing finance in respect of the cash payment portion of the
Acquisition consideration on terms and conditions and from a financial
institution acceptable to Avusa; and
2.6 within five business days of the fulfilment or waiver, as the case may
be, of the last of the Suspensive Conditions set out above, the JSE
Limited approving, with no conditions attached, the listing of the 20
555 555 new Avusa shares to be issued as part consideration for the
Acquisition.
Shareholders will be notified in due course of the fulfilment or waiver, as
the case may be, of the remaining Suspensive Conditions.
Johannesburg
14 October 2010
Investment bank, corporate adviser and sponsor
Nedbank Capital, a division of Nedbank Limited
Legal advisers to Avusa
Werksmans Inc.
Date: 14/10/2010 12:05:50 Produced by the JSE SENS Department.
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