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BCX / Telkom - Results of the Court Hearing to Sanction the BCX Scheme

Release Date: 20/06/2006 16:36
Code(s): TKG BCX
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BCX / Telkom - Results of the Court Hearing to Sanction the BCX Scheme Business Connexion Group Limited (Incorporated in the Republic of South Africa) (Registration number 1988/005282/06) Share code: BCX & ISIN: ZAE000054631 ("BCX") Telkom SA Limited (Incorporated in the Republic of South Africa) (Registration number 1991/005476/06) Share code: TKG & ISIN: ZAE000044897 ("Telkom") RESULTS OF THE COURT HEARING TO SANCTION THE BCX SCHEME 1. RESULTS OF THE HEARING Further to the announcement released on the Securities Exchange News Service ("SENS") of the JSE Limited on Monday, 12 June 2006 and in the press on Tuesday, 13 June 2006, shareholders of BCX are advised that: 1.1 The scheme of arrangement ("the scheme") in terms of section 311 of the Companies Act, 1973, as amended, proposed by Telkom between BCX and its shareholders, has been sanctioned by the High Court of South Africa (Witwatersrand Local Division) ("the Court") on Tuesday, 20 June 2006. The order sanctioning the scheme is subject to the Competition Authorities approving the proposed acquisition in terms of the Competition Act, 1998 (Act 89 of 1998), by 15 December 2006 or such later date as may be agreed between BCX and Telkom. 1.2 The scheme is still subject to the fulfillment of the conditions precedent set out in paragraph 2 below, but once the scheme becomes operative, scheme participants will be entitled to receive 900 cents for every scheme share held on the record date for the scheme. Telkom has furthermore agreed to BCX paying a dividend of 25 cents per BCX share prior to the implementation of the scheme. 2. CONDITIONS PRECEDENT The remaining outstanding conditions precedent to the scheme are the registration of the Order of Court sanctioning the scheme by the Registrar of Companies and the approval by the Competition Authorities of the proposed acquisition as outlined in paragraph 1.1 above. 3. FURTHER ANNOUNCEMENTS Further announcements regarding the final salient dates and times of the scheme and details of the surrender procedure for scheme shares, will be released on SENS and published in the press in due course. Sandton 20 June 2006 Investment Bank to BCX Attorneys to BCX and the Financial advisor and scheme sponsor to Telkom (Investec Corporate (Cliffe Dekker Inc) (UBS) Finance) Transaction sponsor Reporting accountants and Attorneys to Telkom auditors (Investec Bank) (Deloitte & Touche) (Werksmans Inc.) Sponsor to BCX Independent advisor to BCX board of directors (Rand Merchant Bank (A (Deloitte & Touche division of FirstRand Bank Corporate Finance) Limited)) Date: 20/06/2006 04:36:06 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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