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Sharenet Sites
Finalisation announcement
New Bond Capital Limited
(Previously Mvelaphanda Group Limited)
Incorporated in the Republic of South Africa
Registration number: 1995/004153/06
Share code: NBC
ISIN: ZAE000170726
(“New Bond Capital” or “NBC”)
Blackstar Group SE
(Previously Blackstar Group PLC)
(Registered in Malta with registration number SE 4)
(Registered as an external company with limited liability in the Republic of South Africa under
registration number 2011/008274/10)
Share code: BCK / BLCK
ISIN: MT0000620105
("Blackstar")
FINALISATION ANNOUNCEMENT
Shareholders of NBC (“NBC Shareholders”) are referred to the combined circular by NBC and
Blackstar to NBC Shareholders dated 28 March 2013 (“Circular”), setting out the particulars of
the proposed scheme of arrangement between NBC and NBC Shareholders under section
114 of the Companies Act 71 of 2008, as amended, in terms of which Blackstar, or one of its
wholly owned subsidiaries, will acquire the entire issued ordinary share capital of NBC (other
than treasury shares held by subsidiaries of NBC and shares already held by Blackstar in
NBC) (“Scheme").
NBC Shareholders are further referred to the joint announcement by NBC and Blackstar
published on SENS on 26 April 2013, advising that at the general meeting of NBC
Shareholders held on the same date, all of the resolutions required to implement the Scheme
were passed by the requisite majorities of NBC Shareholders present and represented by
proxy.
NBC Shareholders are referred to the conditions precedent to the Scheme as detailed in the
Circular (“Conditions Precedent”), and are advised that all Conditions Precedent have now
been fulfilled and that the Scheme has accordingly now become unconditional.
It is anticipated that the Scheme will be implemented on 3 June 2013. NBC Shareholders are
referred to the section entitled “Important dates and times in relation to the Scheme”, in the
Circular and to the timetable set out in the joint SENS announcement by NBC and Blackstar
on 28 March 2013, which set out the remaining important dates and times relating to the
Scheme.
Johannesburg & London
17 May 2013
Transaction advisor to New Bond Capital: PKF Corporate Finance (Pty) Ltd
Sponsor to New Bond Capital: PSG Capital (Pty) Ltd
Legal advisor to New Bond Capital: Cliffe Dekker Hofmeyr Inc.
Sponsor to Blackstar: PSG Capital (Pty) Ltd
Nomad to Blackstar: Liberum Capital Limited
Legal advisors to Blackstar: Paul Hastings (Europe) LLP
Date: 17/05/2013 03:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
