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HUG - Huge Group Limited - Further announcement regarding the acquisition of

Release Date: 25/03/2008 16:16
Code(s): HUG
Wrap Text

HUG - Huge Group Limited - Further announcement regarding the acquisition of ITALK cellular (Proprietary) Limited ("ITALK") HUGE GROUP LIMITED (Incorporated in the Republic of South Africa) (formerly Vanquish Fund Managers Limited) (Registration number 2006/023587/06) Share code: HUG & ISIN: ZAE000102042 ("Huge" or "the Company") FURTHER ANNOUNCEMENT REGARDING THE ACQUISITION OF iTALK CELLULAR (PROPRIETARY) LIMITED ("iTalk") Shareholders are referred to the previous announcements dated 9 November 2007, 29 November 2007, and 12 December 2007, and are advised that the formal sale of shares agreement ("Sale Agreement"), dated 4 February 2008, between Huge and The Bebinchand Seevnarayan Trust ("the Vendor"), in relation to the acquisition by Huge of 59% of the ordinary shares held by the Vendor in iTalk as well as the shareholder claims on loan account held by the Vendor against iTalk, has now been signed. In terms of the Sale Agreement, Huge shall issue 93 000 000 ordinary shares ("the Vendor Consideration Shares") of one hundredth of 1 cent each to the Vendor at an issue price of 550 cents per share, being a premium of 549.99 cents per share. In terms of an option agreement ("Option Agreement") between Huge and the Vendor, Huge has granted the Vendor an option to require Huge to acquire the Vendor Consideration Shares at a price of 335.27 cents per share, such option to be exercised on or before 30 June 2008 ("the Put Option"). In terms of the Option Agreement, Huge has secured an option which entitles Huge to acquire the Vendor Consideration Shares at a price of 550 cents per share, such option to be exercised on or before 30 June 2010 ("the Call Option"). Huge has secured undertakings from a number of institutions to subscribe for 23 809 524 Vendor Consideration Shares and has also secured debt funding from Investec Private Bank, a division of Investec Bank Limited, to enable Huge to acquire 69 190 476 Vendor Consideration Shares should the Vendor elect to exercise the Put Option. A circular to shareholders is in the process of being compiled and shall be posted before the end of April 2008. Johannesburg 25 March 2008 Corporate Advisor Manhattan Equity Corporate Finance (Proprietary) Limited Designated Advisor Arcay Moela Sponsors (Proprietary) Limited Registered office: Block 2, Woodlands Drive Office Park, 5 Woodlands Drive, Woodmead, Johannesburg, 2191 (PO Box 16376, Dowerglen, 1610) Transfer secretaries Computershare Limited, Ground Floor, 70 Marshall Street, Johannesburg Directors: EF Lediga*, BA McQueen*, AD Potgieter (CEO), JC Herbst (FD), MR Nordien, VM Mokholo *Non-executive Date: 25/03/2008 16:16:06 Supplied by www.sharenet.co.za 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.

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