VOX - Vox - A firm intention to make an offer to acquire the entire issued share
capital of Vox and withdrawal of cautionary
VOX TELECOM LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/016433/06)
(Share code: VOX)
("Vox" or "the Company")
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER TO ACQUIRE THE ENTIRE ISSUED
SHARE CAPITAL OF VOX ("FIRM INTENTION ANNOUNCEMENT") AND WITHDRAWAL OF
Vox is pleased to announce that it has received an offer from Business
Venture Investments No 1542 (Proprietary) Limited ("BidCo"), a special
purpose vehicle held by Lereko Metier Trustees (Proprietary) Limited,
acting in its capacity as a trustee of Lereko Metier Capital Growth Fund,
Master`s reference number IT 11855/06 and the LMCGF Parallel Trust 1,
Master`s reference number IT 12788/07 ("Lereko Metier") and Investec Bank
Limited (collectively, the "Consortium") for that purpose, to acquire the
entire issued and to be issued share capital in Vox ("Vox Shares"), by way
of a scheme of arrangement in terms of section 114 of the Companies Act,
No. 71 of 2008, as amended from time to time, ("Companies Act") to be
proposed by the board of directors of Vox between Vox and its shareholders
("Vox Shareholders") ("Scheme").
The independent board of Vox, being those directors of Vox who act
independently as contemplated in the Regulations issued pursuant to the
Companies Act ("Independent Board"), BidCo and the Consortium have
concluded a written implementation agreement dated 14 July 2011
("Implementation Agreement") in relation to the Scheme.
The Implementation Agreement contains provisions relating to the
implementation of the Scheme and certain undertakings of Vox, including
terms regarding the conduct of the business of Vox in the interim period
between the date of this Firm Intention Announcement and the implementation
of the Scheme.
Vox has, in addition, entered into an exclusivity and non-solicitation
agreement with the Consortium dated 26 June 2011 ("Exclusivity Agreement"),
containing provisions which regulate the manner in which third party
approaches will be dealt with by Vox, as more fully set out in paragraph 10
of this Firm Intention Announcement.
Vox Shareholders will, if the Scheme becomes operative, be entitled to
receive, at their election:
* R0.45 (forty five cents) for every Vox Share held ("Cash
* 1 (one) BidCo share for every 10 (ten) Vox Shares held ("Consideration
Shares" or "Reinvestment Option"); or
* a combination thereof,
provided that, in the event that the Scheme becomes operative, any Vox
Shareholder who has not made an election will be deemed to have elected to
receive the Cash Consideration.
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