AVU - Avusa Limited - Firm intention to make an offer not received and

AVU - Avusa Limited - Firm intention to make an offer not received and          
withdrawal of 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")                                                      
FIRM INTENTION TO MAKE AN OFFER NOT RECEIVED                                    
AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT                                       
1    Firm intention to make an offer not forthcoming                            
    The matter relating to the unsolicited expression of interest ("the EoI")   
received from a consortium ("the Consortium") led by Capitau Holdings       
    Limited to acquire the entire issued share capital of Avusa ("the Proposed  
    Transaction") refers.                                                       
    Following conclusion of a due diligence investigation ("the Due Diligence") 
on 24 August 2011, the Consortium has not delivered a firm intention to     
    make an offer ("the Firm Intention") to the Company on or before 7          
    September 2011, as required by the Due Diligence agreement.                 
    The independent sub-committee of Avusa ("the Independent Sub-Committee")    
was notified by the Consortium that it is not in a position to deliver the  
    Firm Intention due principally to the proposed changes to the Income Tax    
    Act, 1962, as amended ("the ITA") and the impact thereof on the Proposed    
    Transaction.   The Consortium`s funders will not confirm their funding      
commitments until such time as SARS and the National Treasury have, "with   
    sufficient legal force and comfort", confirmed their positions with regard  
    to the deductibility of the interest relating to the funding for the        
    Proposed Transaction.  As a result, the Consortium is unable to provide the 
Independent Sub-Committee with a clear process, nor a defined timeframe,    
    for obtaining the required SARS and National Treasury approvals for the     
    deductibility of the interest relating to the funding of the Proposed       
    Transaction.                                                                
It is the Independent Sub-Committee`s opinion that, in discharging its      
    fiduciary duty to the Company of ensuring that the EoI is bona fide and     
    capable of implementation, the EoI is in fact, at this stage, not capable   
    of implementation.  The Independent Sub-Committee believes that it is  not  
in the best interests of the Company to grant the Consortium an indefinite  
    extension to the Proposed Transaction, and accordingly formal engagement    
    with the Consortium in relation to the EoI shall terminate.                 
2    Withdrawal of cautionary announcement                                      
As the Independent Sub-Committee has concluded that the EoI is, at this     
    stage, not capable of implementation, shareholders are advised that they    
    are no longer required to exercise caution when dealing in the Company`s    
    shares.                                                                     
3    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.  
Johannesburg                                                                    
7 September 2011                                                                
Investment bank and sponsor                                                     
Nedbank Capital                                                                 
Legal advisors                                                                  
Werksmans Inc                                                                   
Date: 07/09/2011 17:36:52 Supplied by www.sharenet.co.za                     
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