| Mon 28 Mar 2011, 17:45 | | AVU - Avusa - Receipt of an unsolicited expression of interest to acquire the |
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AVU
AVU
AVU - Avusa - Receipt of an unsolicited expression of interest to acquire the
entire issued share capital of Avusa & Cautionary Announcement
Avusa Limited
(Incorporated in the Republic of South Africa)
(Registration number 2008/002461/06)
Share code: AVU ISIN: ZAE000115895
("Avusa" or "the Company")
RECEIPT OF AN UNSOLICITED EXPRESSION OF INTEREST TO ACQUIRE THE ENTIRE ISSUED
SHARE CAPITAL OF AVUSA
CAUTIONARY ANNOUNCEMENT
1. Background
Shareholders are advised that the Board of Directors of Avusa ("the Board")
is in receipt of an unsolicited expression interest ("the EoI" or "the
Capitau EoI") from a consortium ("the Consortium") represented by Capitau
Holdings Limited ("Capitau") to acquire the entire issued share capital of
Avusa ("the Proposed Acquisition"). Shareholders should note that this is
not a firm intention to make an offer as contemplated in Rule 2.3 of the
Securities Regulation Code on Takeovers and Mergers ("the Code").
After receipt of the EoI, the Board established an independent sub-
committee to consider the Capitau EoI, in compliance with applicable laws
and principles of good corporate governance. The independent sub committee
has commenced its engagement with the Consortium.
2. The Capitau EoI
2.1 The Consortium and the structure of the Proposed Acquisition
The EoI was delivered to the Board by Capitau on behalf of Capitau,
RMB Ventures, a division of FirstRand Bank Limited ("RMB") and
"certain co-investors".
The structure of the Proposed Acquisition is contemplated to be either
a scheme of arrangement in terms of section 311 of the Companies Act
or a take-over offer in terms of section 440K of the Companies Act.
2.2 Conditions pertaining to the Capitau EoI
The Capitau EoI states that the Consortium will only consider a formal
offer, being a firm intention to make an offer in terms of Rule 2.3 of
the Code, once it has fulfilled the following conditions:
- cash confirmations being provided by the Consortium`s funder(s);
- approval of the funder(s`) investment and credit committees;
- Capitau and RMB investment committee approvals;
- key members of the existing Avusa management team agreeing to
continue their employment post the proposed acquisition; and
- the Consortium undertaking and being satisfied with the results
of a detailed due diligence.
3. Independent sub-committee`s responsibility statement
In terms of Rule 20.3(a) of the Code, the independent sub-committee accepts
responsibility for the information contained in this cautionary
announcement and that to the best of its knowledge and belief (having taken
all reasonable care to ensure that such is the case) the information
contained in this cautionary announcement is in accordance with the facts
and, where appropriate, that it does not omit anything likely to affect the
import of such information.
4. Cautionary announcement
Should the Capitau EoI result in a firm intention to make an offer, the
occurrence of such an event and/or the implementation of the transaction
pursuant thereto may have an effect on the price of the Company`s shares.
Accordingly, shareholders are advised to exercise caution when dealing in
the Company`s shares until a further announcement is made.
Johannesburg
28 March 2011
Investment Bank and Sponsor
Nedbank Capital
Legal Advisors
Werksmans Inc
Date: 28/03/2011 17:45:01 Produced by the JSE SENS Department.
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