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AVU - Avusa Limited - Receipt of an unsolicited expression of interest to

Release Date: 28/03/2011 17:46
Code(s): AVU
Wrap Text

AVU - Avusa Limited - Receipt of an unsolicited expression of interest to acquire the entire issued share capital of Avusa Avusa Limited (Incorporated in the Republic of South Africa) (Registration number 2008/002461/06) Share code: AVU ISIN: ZAE000115895 RECEIPT OF AN UNSOLICITED EXPRESSION OF INTEREST TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF AVUSA In response to a premature leak in the press, which has caused Avusa to be the subject of rumour and speculation, the independent sub-committee of the board established and appointed to specifically consider the expression of interest and matters relating thereto believes that in order to preserve the integrity of trading in the company`s shares, an announcement has become necessary. Shareholders are thus referred to the cautionary announcement published today and are advised that the board of directors of Avusa is in receipt of an unsolicited expression interest from a consortium represented by Capitau Holdings Limited to acquire the entire issued share capital of Avusa. In considering the expression of interest, the independent sub-committee of the board has commenced its engagement with the consortium, and wishes to draw shareholders` attention to the fact that the proposal is an early-stage expression of interest. Shareholders should consider, inter alia, the following: - The expression of interest from Capitau is not a formal offer and/or a firm intention to make an offer as contemplated by the Securities Regulation Code on Take-overs and Mergers, and is subject to various conditions that are not under the control of Avusa; - The expression of interest was received from Capitau on behalf of Capitau, RMB Ventures, a division of FirstRand Bank Limited, and "certain co- investors", the identity of whom have not yet been disclosed to the independent sub-committee; - The independent sub-committee has been informed that the consortium has obtained irrevocable undertakings from certain shareholders to support the proposed acquisition. The committee has requested copies of such undertakings but has received nothing to date; - The delivery of a firm intention to make an offer/formal offer from the consortium in terms of the SRP Code may only be forthcoming following the fulfillment of a number of conditions precedent, including: - firm cash confirmations being provided by the consortium`s funder(s). The consortium has not yet obtained firm funding commitments as required in terms of the SRP Code; - unconditional approvals from the Capitau and RMB investment committees; - key members of the existing Avusa management team agreeing to continue their employment post the proposed acquisition; and - the consortium and Avusa agreeing on the scope and nature of a due diligence investigation, and the consortium being satisfied with the results of the detailed due diligence. The independent sub-committee therefore re-iterates that the expression of interest is at a very early stage and is not a firm intention to make an offer/formal offer, and that a firm intention to make an offer/formal offer would only be considered by the consortium after having met a number of conditions precedent that are not under the control of Avusa, its board or its management. By order of the independent sub-committee of the board 28 March 2011 Sponsor Nedbank Capital Date: 28/03/2011 17:46:01 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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