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Revised dates and update relating to the scheme of arrangement
Avusa Limited
Incorporated in the Republic of South Africa
Registration number: 2008/002461/06
Ordinary share code: AVU
ISIN code: ZAE000115895
("Avusa")
REVISED DATES AND UPDATE RELATING TO THE SCHEME OF ARRANGEMENT
Defined terms used in this announcement shall have the meanings given to them in the circular
posted to Avusa ordinary shareholders on 18 July 2012 ("the Circular").
1. Introduction
Avusa shareholders are referred to the announcement previously released on SENS, as well as
the circular posted to Avusa shareholders, dated 18 July 2012, relating to a scheme of
arrangement in terms of section 114 of the Companies Act, 71 of 2008 (as amended), ("the
Scheme"), proposed by Times Media Group Limited ("TMG"), a wholly-owned subsidiary of
Mvelaphanda Group Limited, between Avusa and its shareholders, 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
ordinary 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. On 16 August 2012, Avusa shareholders were advised that the special and
ordinary resolutions required to give effect to the Scheme were approved by the requisite majority
of votes.
2. Conditions precedent to the Scheme
Avusa shareholders are advised that not all of the conditions precedent to the Scheme have been
fulfilled. An announcement will be released on SENS and in the press once all the conditions
precedent to the Scheme have been fulfilled and the Scheme becomes unconditional. The
Scheme still remains conditional upon, inter alia, the JSE unconditional consent to the listing of
the TMG shares on the JSE being granted.
3. Revised salient dates and times relating to the Scheme
The salient dates and times applicable to the Scheme have been revised as follows:
2012
Finalisation date expected to be on Friday, 7 September
Expected Scheme last date to trade in Avusa ordinary shares
on the JSE in order to be recorded in the register to receive
the Scheme consideration Friday, 14 September
Suspension of listing of Avusa ordinary shares at the Monday, 17 September
commencement of trade on the JSE expected to be
Expected date of listing of TMG shares on the JSE at the
commencement of trade on or about Monday, 17 September
Scheme consideration record date, being the date to be
recorded in the register in order to receive the Scheme
consideration, which is expected to be on or about Friday, 21 September
Last date on which the Avusa shareholders can make an
election in respect of the Scheme consideration by 12:00 Friday, 21 September
Expected operative date of the Scheme Tuesday, 25 September
Payment or delivery of the Scheme consideration to be
transferred electronically or posted to certificated Avusa
shareholders (if the election, surrender and transfer form and
documents of title are received by the Transfer Secretary on or
before 12:00 on the Scheme consideration record date) on or
about Tuesday, 25 September
Dematerialised Avusa shareholders expected to have their
accounts held at their CSDP or broker credited with the
Scheme consideration on or about Tuesday, 25 September
Expected termination of listing of Avusa ordinary shares on the
JSE at the commencement of trade on or about Tuesday, 25 September
Notes:
1. Any material changes to the above dates and times will be released on SENS and published in the
South African press.
2. All times quoted in this announcement are local times in South Africa
3. No dematerialisation or rematerialisation of Avusa ordinary share certificates may take place from the
Business Day following the Scheme last date to trade.
Rosebank
31 August 2012
Merchant bank and sponsor to Avusa Legal adviser to Avusa
Rand Merchant Bank, a division of First Werksmans Attorneys
Rand Bank Limited
Date: 31/08/2012 10:10:00 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.