| Wed 24 Nov 2010, 11:15 | | DLG - Dialogue Group Holdings - Disposal of Continuitysa (Proprietary) Limited |
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DLG
DLG
DLG - Dialogue Group Holdings - Disposal of Continuitysa (Proprietary) Limited
("Continuitysa"):Completion of due diligence and signature of sale agreement
Dialogue Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 2005/039219/06)
Share Code: DLG
ISIN: ZAE000083820
("Dialogue" or "the Company")
DISPOSAL OF CONTINUITYSA (PROPRIETARY) LIMITED ("ContinuitySA"): COMPLETION OF
DUE DILIGENCE AND SIGNATURE OF SALE AGREEMENT
1. COMPLETION OF DUE DILIGENCE AND SIGNATURE OF SALE AGREEMENT
1.1 Further to the announcement released on SENS on 27 October 2010,
shareholders are hereby advised that the indicative offer received by
Dialogue from CoroCapital Limited ("CoroCapital"), dated 22 October 2010,
in terms of which Dialogue is to dispose of its 51% interest in the
ordinary share capital of ContinuitySA to CoroCapital, has been formalised
following the successful completion by CoroCapital of a due diligence of
ContinuitySA and the signature of a sale agreement on 22 November 2010
("the signature date"), which provides for the disposal by Dialogue of 49%
of its interest in ContinuitySA to CoroCapital and the remaining 2% of its
interest in ContinuitySA to the Continuity Investment Trust("CIT") ("the
CIT Disposal") for a total purchase consideration of R35 million ("the
Disposal").
1.2 CIT is a related party to Dialogue. However, in accordance with paragraph
21.11(a) of the Listings Requirements of the JSE, the CIT Disposal is not
regarded as a related party transaction due to the value of the CIT
Disposal falling below the related party transaction thresholds.
2. CONDITIONS PRECEDENT
The Disposal is subject to conditions precedent, of which the following
remain outstanding:
2.1 Receipt of regulatory approval from the JSE, the Securities Regulation
Panel and, to the extent required, the Competition Authorities.
2.2 Passing of all the required resolutions (including a special resolution
in terms of section 228 of the Companies Act, No 61 of 1973, as
amended) to effect the Disposal, which resolutions are to be proposed
at a meeting of Dialogue shareholders to be held within 90 days of the
signature date.
3. DOCUMENTATION
A circular containing full detail of the Disposal will be posted to
shareholders in due course, and will incorporate a notice convening a
special meeting of shareholders.
Johannesburg
24 November 2010
Designated advisor: PSG Capital (Proprietary) Limited
Date: 24/11/2010 11:15:18 Produced by the JSE SENS Department.
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