JSE LIMITED - Results of shareholders election for cash and/or share consideration in terms of the scheme

Results of shareholders election for cash and/or share consideration in terms of the scheme

Avusa Limited
Incorporated in the Republic of South Africa
Registration number: 2008/002461/06
Ordinary share code: AVU
ISIN code: ZAE000115895
(“Avusa”)

RESULTS OF SHAREHOLDERS ELECTION FOR CASH AND/OR SHARE CONSIDERATION
IN TERMS OF THE SCHEME

Terms not defined in this announcement shall have the meanings given
to them in the circular posted to Avusa shareholders on 18 July 2012
("the Circular").

1. Introduction
Further to the finalisation announcement released on SENS on Friday,
7 September 2012, the Scheme became operative yesterday, Tuesday,
25 September 2012.

In terms of the Scheme, Scheme Participants were entitled to elect to
receive at their election:
- a Cash Consideration of R24.00 per Avusa share, which Cash
Consideration was limited to an aggregate of R1 130 000 000 (“Maximum
Cash Consideration”), or
- a Share Consideration of 1.47707 TMG Shares for every Avusa share,
provided that such Share Consideration was limited to a maximum of
67.7% of the Scheme Shares (“Maximum Share Consideration”) or,
-   a  combination   of  the   Cash   Consideration  and   the  Share
Consideration,
on the basis that, in the absence of an election by 12:00 on Friday,
21 September 2012, a Scheme Participant will be deemed to have
elected to receive the Cash Consideration in respect of 100% of its
Avusa shares, subject to the Maximum Cash Consideration.

2. Results of the election of Avusa shareholders
Avusa shareholders are advised that Scheme Participants holding an
aggregate of 51 026 317 Avusa shares elected to receive the Cash
Consideration and Scheme Participants holding an aggregate of 46 876
001 Avusa shares elected the Share Consideration with the result that
Scheme Participants in the aggregate elected to receive the Cash
Consideration in excess of the Maximum Cash Consideration.

Accordingly, pursuant to the terms of the Scheme, TMG reduced the
total Cash Consideration by R94,631,605. Scheme Participants who
elected to receive the Cash Consideration have had the Cash
Consideration reduced on a pro rata basis and have been issued the
Share Consideration in respect of the balance of the consideration
due to them.
In terms of the Scheme, TMG issued a total number of 75 063 102 TMG
shares to Avusa shareholders as Share Consideration and paid R1 129
999 872 to Avusa shareholders as Cash Consideration.


Rosebank
26 September 2012

Merchant bank and sponsor to Avusa
Rand Merchant Bank, a division of FirstRand Bank Limited

Legal adviser to Avusa
Werksmans Attorneys

Independent adviser to the Avusa Board
Ernst & Young

Legal adviser to TMG
Webber Wentzel

Date: 26/09/2012 05:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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