TELKOM SA SOC LIMITED - Joint announcement update: Firm intention by Telkom -TKG/BCX

Joint announcement update: Firm intention by Telkom -TKG/BCX

      BUSINESS CONNEXION GROUP LIMITED                         TELKOM SA SOC LIMITED
   (Incorporated in the Republic of South Africa)      (Incorporated in the Republic South Africa)
       (Registration number 1988/005282/06)               (Registration number 1991/005476/30)
                   JSE code: BCX                                      JSE code: TKG
               ISIN: ZAE0000154631                                 ISIN: ZAE000044897
                      ("BCX" )                                          ("Telkom")




JOINT ANNOUNCEMENT UPDATE: FIRM INTENTION BY TELKOM TO MAKE A CASH
OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF BCX



1. INTRODUCTION

  Unless defined, terms used in this announcement shall bear the same meaning as per the circular
  published by BCX on 11 July 2014 (“Circular”).

  Shareholders of BCX and Telkom (“Shareholders”) are referred to the announcements released
  on the Stock Exchange News Service of the JSE Limited ("JSE"), dated:
  - 11 August 2014, relating to the results of the general meeting;
  - 20 October 2014, being an update announcement relating to the regulatory approvals; and
  - 21 October 2014, being a clarification announcement relating to the regulatory approvals
          to the announcement on 20 October 2014.

2. UPDATE ON REGULATORY APPROVALS

  The Parties wish to inform Shareholders that both BCX and Telkom are awaiting the following
  regulatory approvals to the extent required:
  - The Competition Commission of South Africa;
  - The Common Market for Eastern and Southern Africa (COMESA) Commission; and
  - The Independent Communications Authority of South Africa (ICASA).

  Upon receipt of the above approvals, final approval will be sought from the Takeover Regulations
  Panel and the JSE.

  Unconditional approvals have been obtained from the following regulatory bodies:
  - The Namibian Competition Commission on 8 October 2014
  - The Tanzania Fair Competition Commission on 13 October 2014
  - The Competition Authority of Botswana on 4 November 2014
3. AMENDMENT TO THE IMPLEMENTATION AGREEMENT

   Shareholders are further advised that the implementation agreement entered into between the
   Parties on 21 May 2014, as amended by addenda entered into on 29 January 2015 have extended
   the Long Stop Date (as defined in the Circular) from 31 January 2015 to 31 March 2015, in order
   to extend the time available for the completion of the regulatory approval processes outlined above.



Midrand
30 January 2015


Investment bank and corporate advisor to BCX: Investec Bank Limited
Transaction sponsor to BCX: Investec Bank Limited
Investment bank and corporate advisor to Telkom: Absa Bank Limited
Transaction sponsor to Telkom: Absa Bank Limited
Legal advisor to BCX and Telkom: Edward Nathan Sonnenbergs Incorporated
Sponsor to BCX: One Capital Sponsor Services (Proprietary) Limited
Sponsor to Telkom: The Standard Bank of South Africa Limited

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