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HUG - Huge - Detailed cautionary announcement regarding a possible cash offer HUGE GROUP LIMITED (Registration number 2006/023587/06) Share code: HUG ISIN: ZAE000102042 ("Huge" or "the company") DETAILED CAUTIONARY ANNOUNCEMENT REGARDING A POSSIBLE CASH OFFER Shareholders are advised that the board is in preliminary discussions regarding the structure, funding and outcome of a transaction ("proposed transaction") that, if proposed, would result in the same offer being made to all shareholders for them to sell, on a voluntary basis, all or some of their shares in the company for a cash price. The board has appointed a committee of independent directors to consider the proposed transaction. The committee, on behalf of the board, will obtain independent expert advice. As regards the proposed transaction and offer: 1. Holders of a significant number of the issued shares of the company (excluding 5 647 297 treasury shares) have irrevocably undertaken to support the proposed transaction and to accept an offer to purchase all their shares in the company for a cash price of not less than 160 cents per share ("the offer"), provided that the offer is made and, should the offer trigger a change in control of the company, the Securities Regulation Panel is provided with the cash confirmation required under the SRP Code no later than 29 May 2009; 2. A financial investor has expressed interest in investing in the business of the company such that this investment would provide a source of the funding for acceptances of the offer. 3. The interest of the financial investor in investing in the business of the company is premised on its investment being into an unlisted company. 4. Implementation of the proposed transaction, which would be subject to conditions, including the outcome of a due diligence investigation into the company and the requisite shareholder and regulatory approvals, would be likely to entail the de-listing of the company. This announcement does not reflect or constitute a firm intention to make any offer to shareholders of Huge and no such offer may follow. Accordingly, pending further announcements, shareholders are advised to exercise caution when dealing in their Huge shares. Woodmead 3 April 2009 Designated Advisor Arcay Moela Sponsors (Pty) Limited (Registration number 2006/033725/07) Date: 03/04/2009 16:28:01 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.
