| Wed 18 Jul 2012, 16:42 | | AVUSA LTD - POSTING OF CIRCULAR TO AVUSA SHAREHOLDERS IN RESPECT OF A SCHEME OF ARRANGEMENT |
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AVU
POSTING OF CIRCULAR TO AVUSA SHAREHOLDERS IN RESPECT OF A SCHEME OF ARRANGEMENT
Avusa Limited
Incorporated in the Republic of South Africa
Registration number: 2008/002461/06
Ordinary share code: AVU
ISIN code: ZAE000115895
(?Avusa?)
POSTING OF CIRCULAR TO AVUSA SHAREHOLDERS IN RESPECT OF A SCHEME OF
ARRANGEMENT
1. Introduction
Avusa shareholders are referred to the announcement released on SENS
on Tuesday, 12 June 2012 and published in the press on 13 June 2012,
and the further announcement released on SENS on 11 July 2012,
relating to a firm intention by Mvelaphanda Group Limited to make an
offer, through its wholly owned subsidiary Times Media Group Limited
(formerly Richtrau No. 229 Proprietary Limited) (?TMG?), 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 terms of section 114 of the Companies Act, 71 of 2008
(?the Companies Act?) between Avusa and its shareholders ("the
Scheme").
2. Posting of the Circular
The circular to Avusa shareholders containing details of the Scheme
(?the Circular?), incorporating a notice of general meeting ("the
Notice"), a form of proxy as well as an election, surrender and
transfer form, accompanied by the TMG prospectus and pre-listing
statement, has been posted today, Wednesday, 18 July 2012.
Avusa shareholders are advised that the Circular is also available on
Avusa's website: www.avusa.co.za
3. General meeting of Avusa shareholders
The general meeting of Avusa shareholders convened in terms of the
Notice to vote on, inter alia, the resolutions required to approve
the Scheme, will be held in the Auditorium, Ground Floor, 4 Biermann
Avenue, Rosebank, Johannesburg at 10:00 on Thursday, 16 August 2012
(?General Meeting?).
4. Salient dates and times relating to the Scheme
The salient dates and times will be as follows:
2012
Circular posted to Avusa shareholders and Notice
convening the General Meeting published on SENS Wednesday, 18 July
Notice convening the General Meeting published in Thursday, 19 July
the South African press
Last day to trade in Avusa ordinary shares in
order to be recorded in the register on the scheme
voting record date Friday, 27 July
Scheme voting record date being 17:00 Friday, 3 August
Last day to lodge forms of proxy in respect of the
General Meeting by 10:00 Wednesday, 15 August
Last date and time for Avusa shareholders to give
notice, in terms of section 164 of the Companies
Act, to Avusa objecting to the special resolution
approving the Scheme by 10:00 Thursday, 16 August
General Meeting to be held at the Auditorium,
Ground Floor, 4 Biermann Avenue, Rosebank,
Johannesburg at 10:00 Thursday, 16 August
Results of the General Meeting published on SENS Thursday, 16 August
Results of the General Meeting published in the
South African press Friday, 17 August
If the Scheme is approved by Avusa shareholders at
the General Meeting:
Last date on which Avusa shareholders who voted
against the special resolution approving the
Scheme can make application to the Court in terms
of section 115(3) of the Companies Act Thursday, 30 August
Last date for Avusa to send objecting Avusa
shareholders notices of the adoption of the
special resolution approving the Scheme, in terms
of section 164 of the Companies Act Thursday,30 August
If no Avusa shareholders exercise their rights in
terms of section 115 of the Companies Act:
Finalisation date expected to be Friday, 31 August
Finalisation date announcement expected to be
published on SENS Friday, 31 August
Expected Scheme last date to trade in Avusa
ordinary shares on the JSE Limited ("JSE") in
order to be recorded in the register to receive Friday, 7 September
the Scheme consideration
Suspension of listing of Avusa ordinary shares at
the commencement of trade on the JSE expected to
be Monday, 10 September
Expected date of listing of TMG shares on the JSE
at the commencement of trade on or about Monday, 10 September
Scheme consideration record date, being the date
to be recorded in the register in order to receive
the Scheme consideration, which is expected to be
on or about Friday, 14 September
Last date on which the Avusa shareholders can make Friday, 14 September
an election in respect of the Scheme consideration
by 12:00
Expected operative date of the Scheme Monday, 17 September
Payment or delivery of the Scheme consideration to
be transferred electronically or posted to
certificated Avusa shareholders (if the election,
surrender and transfer form and documents of title
are received by the Transfer Secretary on or
before 12:00 on the Scheme consideration record
date) on or about Monday, 17 September
Dematerialised Avusa shareholders expected to have
their accounts held at their CSDP or broker
credited with the Scheme consideration on or about Monday, 17 September
Expected termination of listing of Avusa ordinary
shares on the JSE at the commencement of trade on
or about Monday, 17 September
Notes:
1. The above dates and times are subject to such changes as may be agreed
to by the independent board of Avusa and TMG and approved by the JSE
and/or the Takeover Regulation Panel ("TRP"), if required. If the
conditions precedent to the Scheme are not met by Friday, 31 August
2012, an updated timetable will be published on SENS and published in
the South African press.
2. The TRP granted TMG and Avusa an extension in respect of the date for
the posting of the Circular due to the complex structure of the
transaction.
3. Avusa shareholders should note that, as trade in Avusa shares on the
JSE is settled through Strate, settlement of trades takes place five
business days after the date of such trades. Therefore, Avusa
shareholders who acquire Avusa shares on the JSE after the last day to
trade in Avusa shares in order to be recorded in the register on the
scheme voting record date will not be entitled to vote at the General
Meeting.
4. If the General Meeting is adjourned or postponed, forms of proxy
submitted for the initial General Meeting will remain valid in respect
of any adjournment or postponement of the General Meeting.
5. Although the salient dates and times are subject to change, such
statement may not be regarded as consent or dispensation for any
change to time periods which may be required in terms of the Takeover
Regulations contained in Chapter 5 of the Companies Regulations, 2011,
where applicable, and any such consents or dispensations must be
specifically applied for and granted.
6. All times referred to in this announcement are referenced to South
African Standard Time.
Rosebank
18 July 2012
Merchant bank and sponsor to Avusa
Rand Merchant Bank, a division of First Rand Bank Limited
Reporting accountants and auditors to Avusa
Deloitte & Touche
Merchant Bank to TMG
Rand Merchant Bank, a division of First Rand Bank Limited
Promoter and arranger
Blackstar Group Proprietary Limited
Legal adviser to Avusa
Werksmans Attorneys
Independent expert to the independent board of Avusa
Ernst & Young
Legal adviser to TMG
Webber Wentzel
Communications adviser to TMG
Brunswick South Africa Limited
Date: 18/07/2012 04:42:00 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.
