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Avusa finalisation announcement
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 Ltd. ("TMG"), a wholly-owned subsidiary of Mvelaphanda Group Ltd., 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.
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.
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 on 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 on Friday, 21 September
- Operative date of the Scheme on 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
Cancellation of AGM
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.
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