| Tue 31 May 2011, 17:01 | | AVU - Avusa Limited - Update on the receipt of an unsolicited expression of |
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AVU
AVU
AVU - Avusa Limited - Update on the 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
("Avusa" or "the Company")
UPDATE ON THE RECEIPT OF AN UNSOLICITED EXPRESSION OF INTEREST TO ACQUIRE THE
ENTIRE ISSUED SHARE CAPITAL OF AVUSA
As a leading media company Avusa is committed to clear communication.
We refer to our previous press announcements and releases related to an
Expression of Interest ("the EoI") received from a consortium ("the Consortium")
led by Capitau Holdings Limited ("Capitau") to acquire the entire issued share
capital of Avusa ("the proposed acquisition"). We reiterate that the EoI in
respect of the proposed acquisition of the entire issued share capital of Avusa
is not binding, and does not constitute a warranty, representation or
undertaking of any nature. The Consortium has also informed us that a firm
intention to make a binding offer will only be considered, inter alia, upon:
- The Consortium`s funder(s) providing cash confirmations
- Key members of the existing Avusa management team agreeing to continue
their employment after the implementation of the proposed acquisition
- The Consortium undertaking and being satisfied with the results of a
detailed due diligence
As we have previously announced, our board sub-committee of four
independent non-executive directors ("the Independent Sub-Committee")
is fully engaged on the EoI.
Upon receipt of the EoI, the Independent Sub-Committee commenced a process of
engagement with the Consortium and its advisors to obtain detailed or specific
information in relation to the EoI including, but not limited to:
- The financial parameters and conditionality relating to the financial
instruments that would fund the proposed acquisition
- The details of the intended commitment to retain and incentivise key
management of the Company following implementation of the proposed
acquisition
- The details of how the BEE credentials of the Company will be retained or
enhanced
- The details of the broad rationale for the proposed acquisition, the
long-term strategic goals for the Company and how editorial independence
is to be maintained
As previously announced, the Independent Sub-Committee has agreed to grant the
Consortium permission to undertake a due diligence exercise on the Company.
The Independent Sub-Committee has furnished the Consortium with the information
required by Avusa both prior to commencement, and after completion, of the due
diligence as well as the supporting documentation that needs to accompany a
firm intention to make an offer. To expedite conclusion of the proposed
acquisition, the Independent Sub-Committee has also requested that a firm
intention to make an offer by the Consortium be delivered within four(4) weeks
of the completion of the due diligence exercise.
Avusa is currently in the process of setting up a data room for purposes of
the due diligence exercise.
The Independent Sub-Committee has an obligation to act in the best interest
of the Company and all its shareholders. Also, it is cognisant of the
responsibility, that should the proposed acquisition be implemented by way
of a scheme of arrangement in terms of section 114 of the Companies Act, the
Company would be an active party to the proposed acquisition and such
transaction would require board and shareholder approval.
We shall continue to provide regular updates regarding the progress that is
made on the proposed acquisition between the Consortium and the Independent
Sub-Committee.
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.
Johannesburg
31 May 2011
Investment bank and sponsor
Nedbank Capital
Legal advisors
Werksmans Inc
Date: 31/05/2011 17:01:01 Produced by the JSE SENS Department.
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