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HUG - Huge Group Limited - Further update regarding the acquisition of iTALK

Release Date: 10/02/2009 11:04
Code(s): HUG
Wrap Text

HUG - Huge Group Limited - Further update regarding the acquisition of iTALK Cellular (Proprietary) Limited ("iTALK") HUGE GROUP LIMITED (formerly Vanquish Fund Managers Limited) (Registration number 2006/023587/06) Share code: HUG & ISIN: ZAE000102042 ("Huge" or "the Group" or "the company") FURTHER UPDATE REGARDING THE ACQUISITION OF ITALK CELLULAR (PROPRIETARY) LIMITED ("iTALK") Shareholders are referred to the previous announcements dated 9 November 2007, 29 November 2007, 12 December 2007, 25 March 2008, and 27 June 2008 in which shareholders of Huge were advised that the formal sale of shares agreement ("Huge 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, remained subject to a number of suspensive conditions, which conditions were required to be fulfilled by no later than 31 December 2008. MTN Group Limited ("MTN") exercised its rights of pre-emption in terms of the shareholders` agreement with the Vendor in relation to iTalk. The transaction contemplated by MTN ("the MTN Transaction") required a recommendation to be made by the Competition Commission to the Competition Tribunal for unconditional approval of the MTN Transaction. The suspensive conditions in the Huge Sale Agreement were therefore dependent on the outcome of the decision of the Competition Tribunal on the MTN Transaction. On the 11 November 2008, the Competition Commission recommended the unconditional approval of the MTN Transaction by the Competition Tribunal. Huge opposed the MTN Transaction and made an application to the Competition Tribunal for leave to intervene in the merger proceedings. This application for leave to intervene was dismissed and on 7 January 2009 the merger between MTN and iTalk was unconditionally approved. Accordingly the Huge Sale Agreement has lapsed because the suspensive conditions were not fulfilled within the required time period. The costs of the attempted acquisition of iTalk are estimated at approximately R3 million and will be written off in the 2009 financial year. The deposit of R5 million, plus interest, has been refunded to Huge. Johannesburg 10 February 2009 Corporate Advisor Manhattan Equity Corporate Finance (Proprietary) Limited Designated Advisor Arcay Moela Sponsors (Proprietary) Limited Date: 10/02/2009 11:04:01 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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