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Finalisation announcement
Avusa Limited
Incorporated in the Republic of South Africa
Registration number: 2008/002461/06
Ordinary share code: AVU
ISIN code: ZAE000115895
("Avusa")
FINALISATION ANNOUNCEMENT
Terms not defined 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 dated 12 June 2012 in which, inter alia, Avusa shareholders were
advised of the scheme of arrangement in terms of section 114 of the Companies Act,
71 of 2008 (as amended), ("the Companies Act"), 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, not already held by TMG ("the Scheme");
- the Circular relating to the Scheme;
- the announcement dated 22 August 2012 and headed no change statement and notice
of annual general meeting; and
- the announcement dated 31 August 2012 which provided Avusa shareholders with
revised dates and times relating to the Scheme.
2. Fulfilment of conditions precedent
Avusa shareholders are advised that all of the conditions precedent to the Scheme have been
fulfilled and the Scheme has become unconditional in accordance with its terms.
3. Final salient dates and times
The final dates and times applicable to the Scheme are set out below:
2012
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
commencement of trade on the JSE on Monday, 17 September
Date of listing of TMG shares on the JSE under the
abbreviated name TIMESG, share code TMG and ISIN:
ZAE00169272 at the commencement of trade on 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 on 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
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 Tuesday, 25 September
Dematerialised Avusa shareholders to have their accounts
held at their CSDP or broker credited with the Scheme
consideration on Tuesday, 25 September
Termination of listing of Avusa ordinary shares on the JSE at
the commencement of trade on Tuesday, 25 September
Notes:
1. All times quoted in this announcement are local times in South Africa.
2. No dematerialisation or rematerialisation of Avusa ordinary share certificates may take place from the
Business Day following the Scheme last date to trade.
4. Cancellation of Annual General Meeting
In the announcement dated 22 August 2012, Avusa shareholders were notified that the fourth
annual general meeting (AGM) of Avusa shareholders would be held on Friday, 21 September
2012. Avusa shareholders are, however, advised that the directors of the Company have
resolved that the AGM be cancelled, given that the Scheme will become operative shortly after
the date on which the AGM was originally intended to be held. An AGM will be convened in due
course after the operative date of the Scheme within the time limits prescribed by the Companies
Act and Avusa's memorandum of incorporation.
Rosebank
7 September 2012
Merchant bank and sponsor to Avusa
Rand Merchant Bank, a division of FirstRand Bank Limited
Legal adviser to Avusa
Werksmans Attorneys
Date: 07/09/2012 10:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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