VOX - Vox - A firm intention to make an offer to acquire the entire issued share

Release Date: 14/07/2011 16:07
Code(s): VOX
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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) (ISIN: ZAE000097234) ("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 CAUTIONARY ANNOUNCEMENT 1. INTRODUCTION 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 Consideration"); or * 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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