AVU - Avusa - Receipt of an unsolicited expression of interest to acquire the

AVU - Avusa - Receipt of an unsolicited expression of interest to acquire the   
entire issued share capital of Avusa & Cautionary Announcement                  
Avusa Limited                                                                   
(Incorporated in the Republic of South Africa)                                  
(Registration number 2008/002461/06)                                            
Share code: AVU     ISIN: ZAE000115895                                          
("Avusa" or "the Company")                                                      
RECEIPT OF AN UNSOLICITED EXPRESSION OF INTEREST TO ACQUIRE THE ENTIRE ISSUED   
SHARE CAPITAL OF AVUSA                                                          
CAUTIONARY ANNOUNCEMENT                                                         
1.   Background                                                                 
Shareholders are advised that the Board of Directors of Avusa ("the Board") 
    is in receipt of an unsolicited expression interest ("the EoI" or "the      
    Capitau EoI") from a consortium ("the Consortium") represented by Capitau   
    Holdings Limited ("Capitau") to acquire the entire issued share capital of  
Avusa ("the Proposed Acquisition").  Shareholders should note that this is  
    not a firm intention to make an offer as contemplated in Rule 2.3 of the    
    Securities Regulation Code on Takeovers and Mergers ("the Code").           
    After receipt of the EoI, the Board established an independent sub-         
committee to consider the Capitau EoI, in compliance with applicable laws   
    and principles of good corporate governance. The independent sub committee  
    has commenced its engagement with the Consortium.                           
2.   The Capitau EoI                                                            
2.1  The Consortium and the structure of the Proposed Acquisition           
         The EoI was delivered to the Board by Capitau on behalf of Capitau,    
         RMB Ventures, a division of FirstRand Bank Limited ("RMB") and         
         "certain co-investors".                                                
The structure of the Proposed Acquisition is contemplated to be either 
         a scheme of arrangement in terms of section 311 of the Companies Act   
         or a take-over offer in terms of section 440K of the Companies Act.    
    2.2  Conditions pertaining to the Capitau EoI                               
The Capitau EoI states that the Consortium will only consider a formal 
         offer, being a firm intention to make an offer in terms of Rule 2.3 of 
         the Code, once it has fulfilled the following conditions:              
         -    cash confirmations being provided by the Consortium`s funder(s);  
-    approval of the funder(s`) investment and credit committees;      
         -    Capitau and RMB investment committee approvals;                   
         -    key members of the existing Avusa management team agreeing to     
              continue their employment post the proposed acquisition;  and     
-    the Consortium undertaking and being satisfied with the results   
              of a detailed due diligence.                                      
3.   Independent sub-committee`s responsibility statement                       
    In terms of Rule 20.3(a) of the Code, the independent sub-committee accepts 
responsibility for the information contained in this cautionary             
    announcement and that to the best of its knowledge and belief (having taken 
    all reasonable care to ensure that such is the case) the information        
    contained in this cautionary announcement is in accordance with the facts   
and, where appropriate, that it does not omit anything likely to affect the 
    import of such information.                                                 
4.   Cautionary announcement                                                    
    Should the Capitau EoI result in a firm intention to make an offer, the     
occurrence of such an event and/or the implementation of the transaction    
    pursuant thereto may have an effect on the price of the Company`s shares.   
    Accordingly, shareholders are advised to exercise caution when dealing in   
    the Company`s shares until a further announcement is made.                  
Johannesburg                                                                    
28 March 2011                                                                   
Investment Bank and Sponsor                                                     
Nedbank Capital                                                                 
Legal Advisors                                                                  
Werksmans Inc                                                                   
Date: 28/03/2011 17:45:01 Supplied by www.sharenet.co.za                     
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