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AVASA HOLDINGS LIMITED - MERGER BETWEEN AVASA AND AFRICAN HARVEST CAPITAL
HOLDINGS (PROPRIETARY) LIMITED
AVASA HOLDINGS LIMITED
Incorporated in the Republic of South Africa)
(Registration number 1998/013637/06)
Share code: AVA ISIN ZAE 000040622
("AVASA")
ANNOUNCEMENT RELATING TO THE MERGER BETWEEN AVASA AND AFRICAN HARVEST CAPITAL
HOLDINGS (PROPRIETARY) LIMITED ("THE MERGER")
INTRODUCTION
AVASA shareholders are referred to the announcement dated 23 February 2004 in
which they were advised that the settlement agreement concluded between AVASA
and Metallon Capital (Proprietary) Limited and Messrs E Dube, B Khoza, N Gugushe
and M Anderson (collectively "the sellers") was still subject to the fulfilment
of certain conditions precedent.
Those conditions have not been fulfilled and, accordingly, AVASA and the sellers
are still in dispute in relation to the merger.
THE DISPUTE
As previously announced the dispute relates to the fulfilment of the last
outstanding condition precedent to the merger ("the outstanding condition").
The outstanding condition requires AVASA, inter alia, to be satisfied regarding
the restructuring of African Harvest Capital Holdings (Pty) Ltd and its
liabilities. On 10 December 2003, AVASA extended the date for fulfilment of the
outstanding condition until 13 February 2004 and subsequently extended it until
30 June 2004. On 17 March 2004, AVASA waived the fulfilment of the outstanding
condition.
In AVASA"s opinion the merger agreement is unconditional and capable of being
implemented. The sellers have disputed, amongst other things, AVASA"s right to
extend the date for fulfilment of the outstanding condition and have claimed
that the merger agreement is no longer of any force and effect.
The dispute between the parties has been referred to arbitration. AVASA has been
advised that the merger agreement remains binding on the parties and is capable
of being implemented in accordance with its terms. AVASA shareholders will be
kept informed of developments in relation to the arbitration.
Subject to any appeal that may be brought by either party, if the arbitrator
rules in AVASA"s favour the merger will be implemented, if not the merger
agreement will be of no force and effect and the merger will not be implemented.
Rosebank
17 March 2004
Joint sponsor and corporate advisor
Java Capital
Joint sponsor
Ernst & Young Sponsors (Pty) Ltd
(Registration number 2000/031575/07)
Attorneys
Read Hope Phillips attorneys
Date: 17/03/2004 04:33:20 PM Produced by the JSE SENS Department
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