| Tue 14 Dec 2010, 9:12 | | ASO - Austro Group Limited - Specific Repurchase of Austro Shares and cautionary |
|
ASO
ASO
ASO - Austro Group Limited - Specific Repurchase of Austro Shares and cautionary
announcment
Austro Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2001/029771/06)
Share code: ASO ISIN: ZAE000090882
("Austro" or "the company")
SPECIFIC REPURCHASE OF AUSTRO SHARES AND CAUTIONARY ANNOUNCMENT
INTRODUCTION
Shareholders are referred to the announcement published over SENS on Friday, 10
December 2010 advising shareholders that Mr Richard Moss had resigned from the
Austro board as managing director of the Austro group`s Wood Division, with
effect from 31 December 2010. As part of the exit arrangements, Austro has
agreed to facilitate the monetisation of certain of the Austro shares owned by
the Richard Moss Family Trust and certain other of Richard Moss` immediate
relations.
SPECIFIC REPURCHASE AND ANCILLARY ARRANGEMENTS
Subject to Austro receiving the approvals required in terms of the Companies Act
(Act 61 of 1973, as amended), Austro`s articles of association and the
requirements of section 5.69 of the Listings Requirements of the JSE Limited
Austro will, by way of specific repurchase ("the specific repurchases"),
purchase from:
1. the Richard Moss Family Trust 14 238 889 Austro shares (the "Moss Family
Trust`s Austro shares") at a purchase price 48,9 cents per share (ex the 2
cent dividend that will be paid by Austro to its members reflected on
Austro`s register as at Friday, 17 December 2010 and which payment is to be
effected on Monday, 20 December 2010 (the "December 2010 dividend")) for an
aggregate buyback consideration of R6 962 816,72;
2. Peter John Moss, Richard`s brother, 1 100 000 Austro shares ("Peter Moss`
Austro shares") at a purchase price of 48,9 cents per share (ex the
December 2010 dividend), for an aggregate buyback consideration of R537
900;
3. John Richard Moss, Richard`s father 1 347 000 Austro shares (John Moss`
Austro shares") at a purchase price of 48,9 cents per share (ex the
December 2010 dividend), for an aggregate buyback consideration of R658
683.
The buyback consideration payable in respect of the Moss Family Trust`s Austro
shares, Peter Moss` Austro shares and John Moss` Austro shares (collectively the
"buyback shares") will be payable by Austro against registration of transfer of
the buyback shares into the name of Austro or any wholly-owned subsidiary
nominated by Austro to purchase the buyback shares.
If by 31 March 2011, the buyback shares have not been bought back by Austro (or
any wholly-owned subsidiary of Austro) then, the beneficial owners of the
buyback shares have been afforded a put option exercisable against David Brouze
("Brouze"), a non-executive director of the company, to require Brouze to
purchase the buyback shares at 48,9 cents per buyback share.
DOCUMENTATION AND APPROVAL
The implementation of the specific repurchase of the buyback shares is subject
to the securing of approval given in terms of a special resolution of Austro`s
shareholders (excluding Richard Moss, Peter John Moss, John Richard Moss and/or
any of their associates).
A circular providing further information of the specific repurchase and
containing a notice of general meeting will be posted to Austro shareholders in
due course.
FINANCIAL EFFECTS AND CAUTIONARY
The financial effects of the specific repurchases have not been finalised and
will be published in due course. Pending further announcements, shareholders are
advised to continue to exercise caution when dealing in their shares.
14 December 2010
Sponsor
Java Capital
Date: 14/12/2010 09:12:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
