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BCX - Business Connexion Group Limited - Discontinuation of the proposed scheme
of arrangement and an alternative offer to certain of The BCX "A" Ordinary
shareholders and intention to proceed with a new offer to BCX "A" ordinary
shareholders
Business Connexion Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
Share code: BCX
ISIN: ZAE000054631
("BCX" or "the Company")
"A" share code: BCA
ISIN: ZAE000156154
DISCONTINUATION OF THE PROPOSED SCHEME OF ARRANGEMENT AND AN ALTERNATIVE OFFER
TO CERTAIN OF THE BCX "A" ORDINARY SHAREHOLDERS AND INTENTION TO PROCEED WITH A
NEW OFFER TO BCX "A" ORDINARY SHAREHOLDERS
1. Introduction
Ordinary shareholders of BCX ("Ordinary Shareholders") and "A" ordinary
shareholders of BCX (""A" Shareholders") (collectively referring to Ordinary
Shareholders and "A" Shareholders as "Shareholders") are referred to the
announcement published on 21 July 2011 ("Scheme Announcement") and the circular
to Shareholders dated 1 August 2011 ("Scheme Circular"), in terms of which BCX
proposed, inter alia, to acquire all the BCX "A" Shares (""A" Shares") held by
such "A" Shareholders as more fully described in paragraph 2 below, by either
implementing a scheme of arrangement ("Scheme") or through an alternative offer
("Alternative Offer"), as more fully set out in the Scheme Circular.
Shareholders are also referred to the cautionary announcement published by BCX
on 11 August 2011 ("Cautionary Announcement"), in which Cautionary Announcement
BCX stated that it has entered into negotiations which, if successfully
concluded, may have a material effect on the price of the Company`s securities.
2. Implications of the Cautionary Announcement
The developments resulting in the publication of the Cautionary Announcement
occurred after the Scheme Announcement and after the posting of the Scheme
Circular. BCX is presently not in a position to provide further information to
Shareholders in respect of the Cautionary Announcement or to withdraw the
Cautionary Announcement and is therefore not able to proceed with the proposed
transactions as envisaged in terms of the Scheme or the Alternative Offer.
For ease of reference, Shareholders are reminded that the Scheme and the
Alternative Offer have been proposed in respect of the 25 033 334 "A" Shares
that were issued to and received by UCS Group Limited ("UCS") in terms of the
transaction previously implemented between BCX and UCS, which "A" Shares UCS
subsequently unbundled to its shareholders.
BCX therefore proactively approached certain of the above mentioned "A"
Shareholders in respect of whom the Scheme or the Alternative Offer would apply
("Offeree Shareholders") and requested them to provide BCX with sufficient
irrevocable undertakings ("Irrevocables"), in terms of which these "A"
Shareholders have undertaken, inter alia, to vote against all the resolutions to
be proposed at the general and other meetings to be held on 30 August 2011
("Shareholders` Meetings") relating to the Scheme and the Alternative Offer
("the Offer Resolutions"), in order to ensure that neither the Scheme nor the
Alternative Offer will become unconditional.
This announcement provides further clarification of BCX`s intention in respect
of the delisting of the "A" Shares and an alternative approach to the Scheme and
the Alternative Offer.
3. Irrevocables received from "A" Shareholders
BCX has received Irrevocables in terms of which Offeree Shareholders holding 10
002 397 "A" Shares, representing approximately 40% of all the "A" Shares held by
Offeree Shareholders, have irrevocably undertaken to vote against the Offer
Resolutions.
At BCX`s request and upon the exercising of these votes at the Shareholder
Meetings, the Scheme and the Alternative Offer will be discontinued and the
listing of the "A" Shares on the exchange operated by JSE Limited ("the JSE")
will not be terminated.
4. Potential New "A" Share Offer and Irrevocables in respect thereof
BCX intends to proceed with a new offer to "A" Shareholders ("New "A" Offer") on
terms and conditions no more onerous to "A" Shareholders than the Scheme or the
Alternative Offer, as soon as practically possible.
The New "A" Offer, if proposed by BCX, will be conditional upon, inter alia, the
following:
* the board of directors of BCX approving the terms and conditions of the New
"A" Offer;
* BCX not trading under caution at the time of proposing the New "A" Offer
and until such time as the New "A" Offer has been fully implemented;
* "A" Shareholders agreeing to the delisting of the "A" Shares from the JSE
(""A" Delisting"); and
* the relevant statutory and regulatory requirements and all approvals in
respect thereof being obtained.
In terms of the Irrevocables mentioned in paragraph 3 above, the same "A"
Shareholders, representing approximately 40% of the Offeree Shareholders, have
already irrevocably undertaken to vote in favour of all resolutions in respect
of the "A" Delisting that will be proposed in order to give effect to the New
"A" Offer, if BCX proceeds with the New "A" Offer.
These "A" Shareholders have also irrevocably undertaken to accept the New "A"
Offer, if and when proposed by BCX.
5. Status of the Shareholders` Meetings
Shareholders are informed, for the avoidance of doubt, that the Shareholders`
Meetings will continue to be held in accordance with the notices provided in the
Scheme Circular and that all the resolutions proposed in the aforesaid notices
will be considered and voted upon, notwithstanding the Irrevocables.
Shareholders` attention is drawn to the fact that certain resolutions not
pertaining to the Scheme or the Alternative Offer will also be considered and,
if deemed fit, passed at the Shareholders` Meetings
Midrand
29 August 2011
Corporate Advisor and Transaction Sponsor to BCX in respect of the New "A" Share
Offer
One Capital
Attorneys to BCX
Cliffe Dekker Hofmeyr Incorporated
Date: 29/08/2011 08:18:36 Supplied by www.sharenet.co.za
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