| Wed 7 Sep 2011, 17:36 | | AVU - Avusa Limited - Firm intention to make an offer not received and |
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AVU
AVU
AVU - Avusa Limited - Firm intention to make an offer not received and
withdrawal of 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")
FIRM INTENTION TO MAKE AN OFFER NOT RECEIVED
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1 Firm intention to make an offer not forthcoming
The matter relating to the unsolicited expression of interest ("the EoI")
received from a consortium ("the Consortium") led by Capitau Holdings
Limited to acquire the entire issued share capital of Avusa ("the Proposed
Transaction") refers.
Following conclusion of a due diligence investigation ("the Due Diligence")
on 24 August 2011, the Consortium has not delivered a firm intention to
make an offer ("the Firm Intention") to the Company on or before 7
September 2011, as required by the Due Diligence agreement.
The independent sub-committee of Avusa ("the Independent Sub-Committee")
was notified by the Consortium that it is not in a position to deliver the
Firm Intention due principally to the proposed changes to the Income Tax
Act, 1962, as amended ("the ITA") and the impact thereof on the Proposed
Transaction. The Consortium`s funders will not confirm their funding
commitments until such time as SARS and the National Treasury have, "with
sufficient legal force and comfort", confirmed their positions with regard
to the deductibility of the interest relating to the funding for the
Proposed Transaction. As a result, the Consortium is unable to provide the
Independent Sub-Committee with a clear process, nor a defined timeframe,
for obtaining the required SARS and National Treasury approvals for the
deductibility of the interest relating to the funding of the Proposed
Transaction.
It is the Independent Sub-Committee`s opinion that, in discharging its
fiduciary duty to the Company of ensuring that the EoI is bona fide and
capable of implementation, the EoI is in fact, at this stage, not capable
of implementation. The Independent Sub-Committee believes that it is not
in the best interests of the Company to grant the Consortium an indefinite
extension to the Proposed Transaction, and accordingly formal engagement
with the Consortium in relation to the EoI shall terminate.
2 Withdrawal of cautionary announcement
As the Independent Sub-Committee has concluded that the EoI is, at this
stage, not capable of implementation, shareholders are advised that they
are no longer required to exercise caution when dealing in the Company`s
shares.
3 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.
Johannesburg
7 September 2011
Investment bank and sponsor
Nedbank Capital
Legal advisors
Werksmans Inc
Date: 07/09/2011 17:36:52 Produced by the JSE SENS Department.
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