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AST Group Limited -
AST Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/021790/06)
Share code in respect of ordinary shares: AAA
ISIN in respect of ordinary shares: ZAE000027397
Share code in respect of letters of allocation: AAAN
ISIN in respect of letters of allocation: ZAE000049417
("AST")
Reminder of rights offer closing date and further cautionary announcement
Introduction
Holders of AST shares and letters of allocation ("AST security holders") are
reminded that the rights offer closes at 14:30 on Friday, 3 October 2003.
Rights shares will be issued and posted to holders of certificated AST shares on
or about Monday, 6 October 2003 and CSDP or broker accounts in respect of
holders of dematerialised AST shares will be debited and updated on the same
date.
Further to the cautionary announcement published on 5 September 2003, the AST
board wishes to provide AST security holders with updated information in respect
of the proposal from Ariviakom (Proprietary) Limited ("arivia.kom") in terms of
which arivia.kom proposes to make an offer to AST shareholders to acquire their
AST shares ("the proposal").
The AST board has held discussions with the arivia.kom management team and has
received a document from arivia.kom clarifying certain issues in respect of the
proposal.
Due diligence investigation
Based on the terms of the proposal, the AST board has resolved to allow
arivia.kom to perform a due diligence investigation. The objective of the due
diligence investigation is to allow arivia.kom to confirm:
- the proposed offer consideration; and
- the funding required to implement the proposal.
Conditions precedent
The proposal is subject to the following conditions precedent:
- satisfactory completion of the due diligence investigation;
- arivia.kom procuring confirmation that it has adequate funding in place to
implement the proposal;
- confirmation from certain of AST"s key customers that the proposal will not
alter their relationship with AST; and
- arivia.kom obtaining final approval for the proposal from its shareholders and
its board.
Any offer arising from the proposal will be subject to the following conditions
precedent:
- approval by the relevant regulatory authorities;
- approval under the Public Finance Management Act; and
- approval by AST shareholders .
Further cautionary
The indicative offer consideration per the proposal is substantially above the
price at which AST shares closed on the JSE Securities Exchange South Africa
("JSE") on 30 September 2003. The JSE Listings Requirements regard the term
"substantially" as representing a change equal to or greater than 30%.
AST security holders are, however, reminded that the proposal does not
constitute a firm intention by arivia.kom to make an offer and that the terms of
any offer and the offer consideration will only be confirmed upon completion of
the due diligence investigation.
Accordingly, AST security holders are advised to continue to exercise caution in
dealing in their AST securities until such time as a further announcement in
respect of the proposal is published.
Midrand
1 October 2003
Sponsor
Cazenove
Merchant bank in respect of the rights offer
Standard Corporate and Merchant Bank (A division of The Standard Bank of South
Africa Limited)
(Registration number 1962/00738/06)
Merchant bank in respect of the proposal
Rand Merchant Bank Corporate Finance, a division of FirstRand Bank Limited
Date: 01/10/2003 12:13:04 PM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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