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AVASA HOLDINGS LIMITED - RESULTS OF GENERAL MEETING
OUTSTANDING SUSPENSIVE CONDITION
CAUTIONARY ANNOUNCEMENT
AVASA HOLDINGS LIMITED
(formerly Dectronic Limited)
Incorporated in the Republic of South Africa
(Registration number 1998/013637/06)
Share Code: AVA ISIN: ZAE000040622
("AVASA")
ANNOUNCEMENT IN RESPECT OF:
the results of general meeting;
information on the outstanding suspensive condition; and
a cautionary announcement
1. Results of general meeting
Further to the circular posted to AVASA shareholders on 25 November 2003,
detailing the merger of AVASA and African Harvest Capital Holdings (Proprietary)
Limited ("AHCH") through the acquisition by AVASA of the shares in and claims
against AHCH, the consideration for which will be discharged by the issue of 871
125 000 ordinary shares in AVASA ("the proposed merger"), Ernst & Young Sponsors
(Proprietary) Limited is authorised to announce that the ordinary resolutions
necessary to approve the proposed merger and to provide the required waiver by
AVASA shareholders of Metallon Capital (Proprietary) Limited"s and Messrs. E.
Dube, B. Khoza, N. Gugushe and M. Anderson"s ("the key executives") ("the
Sellers") obligation to make a mandatory offer to AVASA shareholders, as a
consequence of the proposed merger, were passed by the requisite majority of
shareholders at the general meeting held at 10:00 on Wednesday, 10 December
2003.
2. Outstanding suspensive condition and cautionary announcement
The directors of AVASA are of the view that following the general meeting, the
remaining outstanding suspensive condition required to be fulfilled or waived is
that on or before 15 December 2003, or such later date as may be agreed to by
AVASA in writing, AVASA is satisfied as to the restructuring of African Harvest
(Proprietary) Limited and its subsidiaries, including the potential taxation or
other liabilities of AVASA, AHCH and its subsidiaries ("the restructuring
exercise"), following the proposed merger; and AVASA notifies the Sellers in
writing that it is satisfied with the results of the restructuring exercise.
This is disputed by certain of the key executives and AVASA shareholders are
therefore advised that there are circumstances relating to the fulfillment of
the outstanding condition precedent, the full impact of which may have a
material effect on the price of AVASA"s securities. Accordingly shareholders are
advised to exercise caution when dealing in AVASA"s securities until a full
announcement is made.
3. Important dates and times
AVASA will as soon as is possible, publish an announcement on SENS and in the
press, informing shareholders of the status of the outstanding suspensive
condition. Salient dates and times relating to AVASA"s transfer of sector, which
will supersede those mentioned in the circular posted to shareholders on 25
November 2003, will be announced simultaneously.
Sandton
11 December 2003
Sponsor to AVASA Independent advisor Corporate advisor to
Metallon Capital and
the key executives
Ernst and Young Ernst & Young Corporate African Harvest Capital
Sponsors Finance (Proprietary) (Proprietary) Limited
(Proprietary) Limited Limited (Registration number
(Registration number (Registration number 1998/001469/07)
2000/031843/07) 2000/031575/07)
Attorneys to AVASA Reporting accountants
Read Hope Phillips Compendium (Pretoria)
attorneys Incorporated
(Registration number (Registration number
2000/022050/21) 2000/004461/21)
Date: 11/12/2003 05:07:03 PM Produced by the JSE SENS Department
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