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AVU - Avusa Limited - Update on the 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 ("Avusa" or "the Company") UPDATE ON THE RECEIPT OF AN UNSOLICITED EXPRESSION OF INTEREST TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF AVUSA As a leading media company Avusa is committed to clear communication. We refer to our previous press announcements and releases related to an Expression of Interest ("the EoI") received from a consortium ("the Consortium") led by Capitau Holdings Limited ("Capitau") to acquire the entire issued share capital of Avusa ("the proposed acquisition"). We reiterate that the EoI in respect of the proposed acquisition of the entire issued share capital of Avusa is not binding, and does not constitute a warranty, representation or undertaking of any nature. The Consortium has also informed us that a firm intention to make a binding offer will only be considered, inter alia, upon: - The Consortium`s funder(s) providing cash confirmations - Key members of the existing Avusa management team agreeing to continue their employment after the implementation of the proposed acquisition - The Consortium undertaking and being satisfied with the results of a detailed due diligence As we have previously announced, our board sub-committee of four independent non-executive directors ("the Independent Sub-Committee") is fully engaged on the EoI. Upon receipt of the EoI, the Independent Sub-Committee commenced a process of engagement with the Consortium and its advisors to obtain detailed or specific information in relation to the EoI including, but not limited to: - The financial parameters and conditionality relating to the financial instruments that would fund the proposed acquisition - The details of the intended commitment to retain and incentivise key management of the Company following implementation of the proposed acquisition - The details of how the BEE credentials of the Company will be retained or enhanced - The details of the broad rationale for the proposed acquisition, the long-term strategic goals for the Company and how editorial independence is to be maintained As previously announced, the Independent Sub-Committee has agreed to grant the Consortium permission to undertake a due diligence exercise on the Company. The Independent Sub-Committee has furnished the Consortium with the information required by Avusa both prior to commencement, and after completion, of the due diligence as well as the supporting documentation that needs to accompany a firm intention to make an offer. To expedite conclusion of the proposed acquisition, the Independent Sub-Committee has also requested that a firm intention to make an offer by the Consortium be delivered within four(4) weeks of the completion of the due diligence exercise. Avusa is currently in the process of setting up a data room for purposes of the due diligence exercise. The Independent Sub-Committee has an obligation to act in the best interest of the Company and all its shareholders. Also, it is cognisant of the responsibility, that should the proposed acquisition be implemented by way of a scheme of arrangement in terms of section 114 of the Companies Act, the Company would be an active party to the proposed acquisition and such transaction would require board and shareholder approval. We shall continue to provide regular updates regarding the progress that is made on the proposed acquisition between the Consortium and the Independent Sub-Committee. 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. Johannesburg 31 May 2011 Investment bank and sponsor Nedbank Capital Legal advisors Werksmans Inc Date: 31/05/2011 17:01:01 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.
