Huge Group - Further Cautionary Announcement


Huge Group - Further Cautionary Announcement

Wednesday, March 26, 2008

 

 
INVESTOR NEWS RELEASE
26 March 2008
 
FURTHER ANNOUNCEMENT REGARDING THE ACQUISITION OF iTALK CELLULAR (PROPRIETARY) LIMITED ("iTalk")

Shareholders are referred to the previous announcements dated 9 November 2007, 29 November 2007, and 12 December 2007, and are advised that the formal sale of shares agreement ("Sale Agreement"), dated 4 February 2008, between Huge and The Bebinchand Seevnarayan Trust ("the Vendor"), in relation to the acquisition by  Huge of 59% of the ordinary shares held by the Vendor in iTalk as well as the shareholder claims on loan account held by the Vendor against iTalk, has now been signed.

In terms of the Sale Agreement, Huge shall issue 93 000 000 ordinary shares ("the Vendor Consideration Shares") of one hundredth of 1 cent each to the Vendor at an issue price of 550 cents per share, being a premium of 549.99 cents per share.

In terms of an option agreement ("Option Agreement") between Huge and the Vendor, Huge has granted the Vendor an option to require Huge to acquire the Vendor Consideration Shares at a price of 335.27 cents per share, such option to be exercised on or before 30 June 2008 ("the Put Option").

In terms of the Option Agreement, Huge has secured an option which entitles Huge to acquire the Vendor Consideration Shares at a price of 550 cents per share, such option to be exercised on or before 30 June 2010 ("the Call Option").
 
Huge has secured undertakings from a number of institutions to subscribe for 23 809 524 Vendor Consideration Shares and has also secured debt funding from Investec Private Bank, a division of Investec Bank Limited, to enable Huge to acquire 69 190 476 Vendor Consideration Shares should the Vendor elect to exercise the Put Option.                                                       
A circular to shareholders is in the process of being compiled and shall be posted before the end of April 2008.
 
Johannesburg
25 March 2008
Corporate Advisor: Manhattan Equity Corporate Finance (Proprietary) Limited
Designated Advisor: Arcay Moela Sponsors (Proprietary) Limited
Registered office: Block 2, Woodlands Drive Office Park, 5 Woodlands Drive, Woodmead, Johannesburg,2191 (PO Box 16376, Dowerglen, 1610)
Transfer secretaries: Computershare Limited, Ground Floor, 70 Marshall Street, Johannesburg
Directors: EF Lediga*, BA McQueen*, AD Potgieter (CEO), JC Herbst (FD), MR Nordien, VM Mokholo *Non-executive
Date: 25/03/2008 16:16:06