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RESULTS OF THE GENERAL MEETING OF AVUSA SHAREHOLDERS
Avusa Limited
Incorporated in the Republic of South Africa
Registration number: 2008/002461/06
Ordinary share code: AVU
ISIN code: ZAE000115895
(“Avusa”)
RESULTS OF THE GENERAL MEETING OF AVUSA SHAREHOLDERS
1. Introduction
Avusa shareholders are referred to the circular (incorporating a
notice of general meeting) posted to Avusa shareholders on
18 July 2012, in terms of which, inter alia, a general meeting of
Avusa shareholders was convened for the purpose of considering and
passing resolutions relating to the implementation of a scheme of
arrangement (the “Scheme”), which has been proposed by the board of
directors of Avusa in terms of section 114 of the Companies Act,
71 of 2008 (as amended), and in terms of which Times Media Group
Limited (“TMG”), a wholly-owned subsidiary of Mvelaphanda Group
Limited, proposes to acquire the entire issued and to be issued share
capital of Avusa. The terms of the Scheme entitle each Avusa
shareholder to elect to receive a cash consideration of R24.00
(twenty four Rand) for every Avusa share, a share consideration of
1.47707 (one point four, seven, seven, zero, seven) shares in TMG for
every one Avusa share, or a combination of the cash consideration and
the share consideration.
2. Results of the general meeting
Avusa shareholders are advised that, at the general meeting of Avusa
shareholders held on Thursday, 16 August 2012, at the offices of
Avusa, the special and ordinary resolutions required to give effect
to the Scheme were approved by the requisite majority of votes.
Scheme participants holding in excess of 78.5% of the ordinary shares
of Avusa (other than Avusa ordinary shares held by TMG) voted in
favour of these resolutions.
3. Outstanding conditions precedent
Avusa shareholders are reminded that the implementation of the Scheme
is still subject to the fulfilment of certain conditions precedent,
including the receipt of unconditional approvals, consents or waivers
from the South African, Botswana and Namibian competition
authorities. Shareholders will be advised on the progress relating to
the fulfilment of all the conditions precedent in due course.
The dates previously given in the circular may change should the
conditions precedent not be fulfiled by finalisation date, being 31
August 2012. A further announcement will be made to this effect.
Rosebank
16 August 2012
Merchant bank and sponsor to Avusa
Rand Merchant Bank, a division of FirstRand Bank Limited
Independent adviser to the Avusa Board
Ernst & Young
Legal adviser to Avusa
Werksmans Attorneys
Date: 16/08/2012 11:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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