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UCS - UCS Group Limited - Finalisation announcement regarding the dates and

Release Date: 05/05/2011 10:22
Code(s): UCS BCX
Wrap Text

UCS - UCS Group Limited - Finalisation announcement regarding the dates and times of the unbundling pursuant to the transaction between UCS and Business Connexion Group Limited ("BCG") UCS Group Limited Incorporated in the Republic of South Africa (Registration number 1993/002253/06) JSE code: UCS ISIN: ZAE000016150 ("UCS") FINALISATION ANNOUNCEMENT REGARDING THE DATES AND TIMES OF THE UNBUNDLING PURSUANT TO THE TRANSACTION BETWEEN UCS AND BUSINESS CONNEXION GROUP LIMITED ("BCG") 1. INTRODUCTION UCS shareholders ("Shareholders") are referred to the announcements and the circular dated 9 March 2011 regarding the disposal by UCS of all the shares in and claims held by UCS against certain of its subsidiaries to BCG ("the Disposal") and the proposed distribution in specie of the BCG consideration shares comprising the ordinary shares and the "A" ordinary shares (collectively "BCG Shares") received in terms of the Disposal, to Shareholders by way of an unbundling ("the Unbundling") (collectively "the Transaction"). 2. CONDITIONS PRECEDENT TO THE TRANSACTION All conditions precedent to the Transaction were fulfilled on 29 April 2011 and the Transaction will become effective on 11 May 2011, being the business day preceding the last day to trade for the Unbundling. 3. FINAL DATES AND TIMES RELATING TO THE UNBUNDLING The dates and times relating to the Unbundling are set out below: 2011 Finalisation of the Unbundling entitlement ratios Thursday, 5 May and the Unbundling dates First business day immediately preceding the last Wednesday, 11 May day to trade (effective date of the Transaction) Last trading day in shares on the JSE Limited Thursday, 12 May ("JSE") in order to participate in the Unbundling Date on which the unbundled BCG Shares commence Friday, 13 May trading on the JSE BCG ordinary shares under JSE code "BCX" and ISIN code ZAE000054631 BCG "A" ordinary shares under JSE code "BCA" and ISIN code ZAE000156154 Date on which UCS shares trade "ex" their Friday, 13 May entitlement to unbundled BCG Shares Date on which a Shareholder must be recorded in Friday, 20 May the share register of UCS to participate in the Unbundling Date on which the Unbundling occurs Monday, 23 May Date on which dematerialised Shareholders will Monday, 23 May have their accounts with their central securities depository participant ("CSDP") or broker updated with the unbundled BCG Shares Date on which share certificates in respect of the Monday, 23 May unbundled BCG Shares will be posted, by registered post, at the risk of the certificated Shareholders concerned, to certificated Shareholders Note: The Unbundling of the BCG Shares may be affected by the tax, securities and other laws of foreign jurisdictions and certain foreign shareholders may not be entitled to take transfer of unbundled BCG Shares ("Excluded Foreign Shareholders"). Foreign shareholders must take their own advice on whether they are entitled to beneficially hold any unbundled BCG Shares and take appropriate action in accordance with that advice. The unbundled BCG Shares to which Excluded Foreign Shareholders would be entitled in terms of the Unbundling will be aggregated and disposed of on the JSE on behalf of and for the benefit of Excluded Foreign Shareholders as soon as is reasonably practical after the implementation of the Unbundling at the best price that can reasonably be obtained at the time. 4. FINAL UNBUNDLING ENTITLEMENT RATIO Shareholders are advised that the final BCG ordinary share Unbundling entitlement ratio (based on 101 243 118 BCG ordinary consideration shares and 295 038 376 UCS ordinary shares in issue on 5 May 2011, is 0.34315 BCG ordinary shares for every one UCS share held (i.e. 34.315 BCG ordinary shares for every 100 UCS shares held on the Unbundling record date ("the Ordinary Share Unbundling Ratio"). The final BCG "A" ordinary share Unbundling entitlement ratio (based on 25 033 334 BCG "A" ordinary consideration shares and 295 038 376 UCS ordinary shares in issue on 5 May 2011, is 0.08485 BCG "A" ordinary shares for every one UCS share held (i.e. 8.485 BCG "A" ordinary shares for every 100 UCS shares held on the Unbundling record date ("the "A" Ordinary Share Unbundling Ratio"). If the application of the Ordinary Share Unbundling Ratio or the "A" Ordinary Share Unbundling Ratio results in the BCG Shares to be distributed to Shareholders not being a whole number, the relevant fraction will be rounded up to the nearest whole number if the fraction is equal to or greater than 0.5 of a BCG Share, or rounded down to the nearest whole number if the fraction is less than 0.5 of a BCG Share. Johannesburg 5 May 2011 Corporate Advisor and Sponsor One Capital Attorneys Glyn Marais Date: 05/05/2011 10:22:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. 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