| Wed 11 Jul 2012, 14:32 | | Mvelaphanda Group Ltd - Joint announcement relatin |
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MVG
Joint announcement relating to a delay in posting transaction documents
Avusa Limited Mvelaphanda Group Limited
Incorporated in the Republic of South Africa Incorporated in the Republic of South Africa
Registration number: 2008/002461/06 Registration number: 1995/004153/06
Ordinary share code: AVU Ordinary share code: MVG
ISIN code: ZAE000115895 ISIN code: ZAE000060737
(Avusa) (Mvela Group)
Richtrau No. 229 (Proprietary) Limited
Incorporated in the Republic of South Africa
Registration number: 2008/009392/06
(Richtrau)
Joint announcement relating to a delay in posting transaction documents
Avusa and Mvela Group shareholders are referred to the joint announcement released on SENS
on Tuesday, 12 June 2012 and published in the press on 13 June 2012 (firm intention
announcement) relating to a firm intention by Mvela Group to make an offer, through its wholly
owned subsidiary Richtrau, to acquire the entire issued and to be issued ordinary share capital of
Avusa that it does not already beneficially own by way of a scheme of arrangement in term of
section 114 of the Companies Act of 2008 (the Companies Act) between Avusa and its
shareholders ("the Scheme").
The Scheme shall form part of a larger transaction consisting of the following inter-conditional and
indivisible steps (collectively "the Transaction"):
1. the Scheme;
2. the listing of all the ordinary shares of Richtrau on the securities exchange operated by
the JSE Limited (JSE) (the Listing"); and
3. Mvela Group declaring and making a distribution to its shareholders of all of the ordinary
shares held by it in the issued share capital of Richtrau at the time of the distribution, in
compliance with section 46 of the Companies Act ("the Unbundling").
1. The Documents
The complex structure of the Transaction requires three documents (collectively "the
Documents") to be posted to shareholders, which can be summarised as follows:
1. a scheme of arrangement circular to be sent to Avusa shareholders for approval of the
Scheme (the Scheme Circular)
2. a prospectus and pre-listing statement for Richtrau in relation to the Listing (the
Prospectus); and
3. a category 1 circular to be sent to Mvela Group shareholders to approve the acquisition
by Richtrau of Avusa shares in terms of the Scheme and the repurchase of 35 765 285
Mvela ordinary shares by Mvela Group from its wholly owned subsidiary, Mvelaphanda
Treasury and Financial Services (Proprietary) Limited, and setting out information in
relation to the Unbundling (the Cat 1 Circular).
2. Posting of the Documents
The Cat 1 Circular and Prospectus will be posted to Mvela Group shareholders and the Scheme
Circular and Prospectus will be posted to Avusa shareholders. All three of the Documents will be
posted on the same day given that the Scheme, Listing and Unbundling are inter-conditional and
are expected to become operative on the same date.
Due to the complex structure of the Transaction, the JSE, Takeover Regulation Panel (TRP)
and Companies and Intellectual Property Commission (CIPC) review process is proving to be
more time-consuming than initially anticipated. It will thus not be possible to finalise all of the
Documents for posting to Avusa and Mvela Group shareholders within the prescribed timeframes
in terms of section 9.20(b) of the JSE Listings Requirements and Regulation 102(2)(a) of the
Companies Regulations, 2011. Shareholders are hereby notified that there will be a delay in
posting the Documents.
At this stage, it is anticipated that the posting date will be on or about 18 July 2012.
Salient dates and times in respect of the implementation of the Transaction will be included in the
Documents, where relevant, and will be published on SENS on the date of posting of the
Documents.
Rosebank
11 July 2012
Financial advisor and lead debt arranger Merchant bank and sponsor to Avusa
to Mvela Group and Richtrau Rand Merchant Bank, a division of First
Rand Merchant Bank, a division of First Rand Bank Limited
Rand Bank Limited
Promoter and Arranger Independent professional expert to Avusa
Blackstar Ernst & Young
Legal adviser to Mvela Group and Legal adviser to Avusa
Richtrau Werksmans Attorneys
Webber Wentzel
Sponsor to Mvela Group
PSG Capital
Communication advisor to Richtrau Legal adviser to lead debt arranger
Brunswick Bowman Gilfillan
Date: 11/07/2012 02:00:00 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.
