| Mon 16 May 2011, 17:05 | | AVU - Avusa Limited - Update on the receipt of an unsolicited expression of |
|
AVU
AVU
AVU - Avusa Limited - Update on the receipt of an unsolicited expression of
interest to acquire the entire issued share capital of Avusa. Further 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")
UPDATE ON THE RECEIPT OF AN UNSOLICITED EXPRESSION OF INTEREST TO ACQUIRE THE
ENTIRE ISSUED SHARE CAPITAL OF AVUSA
FURTHER CAUTIONARY ANNOUNCEMENT
Background
Shareholders are referred to the cautionary announcement and press release dated
28 March 2011 wherein shareholders were advised that the Board of Directors of
Avusa ("the Board") is in receipt of an unsolicited expression interest ("the
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 were also advised that after receipt of the EoI, the Board
established an independent sub-committee ("the Independent Sub-Committee") to
consider the EoI and engage with the Consortium.
Update on the progress made with respect to the EoI
As detailed in the cautionary announcement and press release dated 28 March
2011, the EoI is:
an early-stage non-binding indicative expression of interest, subject to various
conditions; and
not a formal offer and/or a firm intention to make an offer as contemplated by
the Companies Act 71 of 2008 and the Takeover Regulations ("the Takeover
Regulations").
Notwithstanding the aforementioned, the Independent Sub-Committee, in executing
its fiduciary duties to the Company in relation to giving appropriate
consideration to the EoI, commenced a process of engagement with the Consortium
forthwith upon receiving the EoI ("the Engagement"). To date, the Engagement has
included, inter alia, the following:
written and verbal interactions between the Independent Sub-Committee and its
advisors and the Consortium and its advisors; and
an ongoing process of requesting, receiving and interrogating certain relevant
information regarding the EoI, in order for the Independent Sub-Committee to
discharge its fiduciary duty of ensuring that the EoI is bona fide and capable
of implementation.
Having followed due process, the Independent Sub-Committee has agreed to allow
the Consortium to undertake a four-week due diligence investigation ("the Due
Diligence"), subject to, inter alia:
the signature of a due diligence agreement ("the Due Diligence Agreement")
between the Company and the Consortium, which agreement will include provisions
regarding, inter alia, the nature, conduct, time and scope of the Due Diligence;
and
an undertaking by the Consortium that, following the conclusion of the Due
Diligence, it will within four weeks, deliver a firm intention to make an offer
in terms of the Takeover Regulations.
Shareholders will be informed of the signature of the Due Diligence Agreement,
the commencement of the Due Diligence, which is expected to be on or about 6
June 2011, and any other significant developments as regards the EoI.
Shareholders are advised that by allowing the Consortium to conduct the Due
Diligence, the Independent Sub-Committee has not yet concluded that the Proposed
Acquisition is in the best interests of the Company and its shareholders and
therefore should be supported by the Board.
Independent Sub-Committee`s responsibility statement
In terms of the Takeover Regulations, the Independent Sub-Committee accepts
responsibility for the information contained in this 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 announcement is in
accordance with the facts and, where appropriate, that it does not omit anything
likely to affect the import of such information.
Further cautionary announcement
Further to the cautionary announcement dated 28 March 2011, shareholders are
advised that should the 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 a material effect on the price of the Company`s
shares. Accordingly, shareholders are advised to continue exercising caution
when dealing in the Company`s shares until a further announcement is made.
Johannesburg
16 May 2011
Investment Bank and Sponsor
Nedbank Capital
Legal Advisors
Werksmans Inc
Date: 16/05/2011 17:05:01 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.
