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AVU - Avusa Limited - Update on the receipt of an unsolicited expression of

Release Date: 16/05/2011 17:05
Code(s): AVU
Wrap Text

AVU - Avusa Limited - Update on the receipt of an unsolicited expression of interest to acquire the entire issued share capital of Avusa. Further 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") UPDATE ON THE RECEIPT OF AN UNSOLICITED EXPRESSION OF INTEREST TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF AVUSA FURTHER CAUTIONARY ANNOUNCEMENT Background Shareholders are referred to the cautionary announcement and press release dated 28 March 2011 wherein shareholders were advised that the Board of Directors of Avusa ("the Board") is in receipt of an unsolicited expression interest ("the 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 were also advised that after receipt of the EoI, the Board established an independent sub-committee ("the Independent Sub-Committee") to consider the EoI and engage with the Consortium. Update on the progress made with respect to the EoI As detailed in the cautionary announcement and press release dated 28 March 2011, the EoI is: an early-stage non-binding indicative expression of interest, subject to various conditions; and not a formal offer and/or a firm intention to make an offer as contemplated by the Companies Act 71 of 2008 and the Takeover Regulations ("the Takeover Regulations"). Notwithstanding the aforementioned, the Independent Sub-Committee, in executing its fiduciary duties to the Company in relation to giving appropriate consideration to the EoI, commenced a process of engagement with the Consortium forthwith upon receiving the EoI ("the Engagement"). To date, the Engagement has included, inter alia, the following: written and verbal interactions between the Independent Sub-Committee and its advisors and the Consortium and its advisors; and an ongoing process of requesting, receiving and interrogating certain relevant information regarding the EoI, in order for the Independent Sub-Committee to discharge its fiduciary duty of ensuring that the EoI is bona fide and capable of implementation. Having followed due process, the Independent Sub-Committee has agreed to allow the Consortium to undertake a four-week due diligence investigation ("the Due Diligence"), subject to, inter alia: the signature of a due diligence agreement ("the Due Diligence Agreement") between the Company and the Consortium, which agreement will include provisions regarding, inter alia, the nature, conduct, time and scope of the Due Diligence; and an undertaking by the Consortium that, following the conclusion of the Due Diligence, it will within four weeks, deliver a firm intention to make an offer in terms of the Takeover Regulations. Shareholders will be informed of the signature of the Due Diligence Agreement, the commencement of the Due Diligence, which is expected to be on or about 6 June 2011, and any other significant developments as regards the EoI. Shareholders are advised that by allowing the Consortium to conduct the Due Diligence, the Independent Sub-Committee has not yet concluded that the Proposed Acquisition is in the best interests of the Company and its shareholders and therefore should be supported by the Board. Independent Sub-Committee`s responsibility statement In terms of the Takeover Regulations, the Independent Sub-Committee accepts responsibility for the information contained in this 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 announcement is in accordance with the facts and, where appropriate, that it does not omit anything likely to affect the import of such information. Further cautionary announcement Further to the cautionary announcement dated 28 March 2011, shareholders are advised that should the 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 a material effect on the price of the Company`s shares. Accordingly, shareholders are advised to continue exercising caution when dealing in the Company`s shares until a further announcement is made. Johannesburg 16 May 2011 Investment Bank and Sponsor Nedbank Capital Legal Advisors Werksmans Inc Date: 16/05/2011 17:05:01 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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