| Mon 28 Mar 2011, 17:46 | | AVU - Avusa Limited - Receipt of an unsolicited expression of interest to |
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AVU
AVU
AVU - Avusa Limited - Receipt of an unsolicited expression of interest to
acquire the entire issued share capital of Avusa
Avusa Limited
(Incorporated in the Republic of South Africa)
(Registration number 2008/002461/06)
Share code: AVU ISIN: ZAE000115895
RECEIPT OF AN UNSOLICITED EXPRESSION OF INTEREST TO ACQUIRE THE ENTIRE ISSUED
SHARE CAPITAL OF AVUSA
In response to a premature leak in the press, which has caused Avusa to be the
subject of rumour and speculation, the independent sub-committee of the board
established and appointed to specifically consider the expression of interest
and matters relating thereto believes that in order to preserve the integrity of
trading in the company`s shares, an announcement has become necessary.
Shareholders are thus referred to the cautionary announcement published today
and are advised that the board of directors of Avusa is in receipt of an
unsolicited expression interest from a consortium represented by Capitau
Holdings Limited to acquire the entire issued share capital of Avusa.
In considering the expression of interest, the independent sub-committee of the
board has commenced its engagement with the consortium, and wishes to draw
shareholders` attention to the fact that the proposal is an early-stage
expression of interest. Shareholders should consider, inter alia, the following:
- The expression of interest from Capitau is not a formal offer and/or a firm
intention to make an offer as contemplated by the Securities Regulation
Code on Take-overs and Mergers, and is subject to various conditions that
are not under the control of Avusa;
- The expression of interest was received from Capitau on behalf of Capitau,
RMB Ventures, a division of FirstRand Bank Limited, and "certain co-
investors", the identity of whom have not yet been disclosed to the
independent sub-committee;
- The independent sub-committee has been informed that the consortium has
obtained irrevocable undertakings from certain shareholders to support the
proposed acquisition. The committee has requested copies of such
undertakings but has received nothing to date;
- The delivery of a firm intention to make an offer/formal offer from the
consortium in terms of the SRP Code may only be forthcoming following the
fulfillment of a number of conditions precedent, including:
- firm cash confirmations being provided by the consortium`s funder(s).
The consortium has not yet obtained firm funding commitments as
required in terms of the SRP Code;
- unconditional approvals from the Capitau and RMB investment
committees;
- key members of the existing Avusa management team agreeing to continue
their employment post the proposed acquisition; and
- the consortium and Avusa agreeing on the scope and nature of a due
diligence investigation, and the consortium being satisfied with the
results of the detailed due diligence.
The independent sub-committee therefore re-iterates that the expression of
interest is at a very early stage and is not a firm intention to make an
offer/formal offer, and that a firm intention to make an offer/formal offer
would only be considered by the consortium after having met a number of
conditions precedent that are not under the control of Avusa, its board or its
management.
By order of the independent sub-committee of the board
28 March 2011
Sponsor
Nedbank Capital
Date: 28/03/2011 17:46:01 Produced by the JSE SENS Department.
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