BUSINESS CONNEXION GROUP LIMITED - Posting of circular, timetable and irrevocable undertakings to the proposed delisting and repurchase of certain BCX

Release Date: 01/08/2013 10:52
Code(s): BCX BCA
 
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Posting of circular, timetable and irrevocable undertakings to the proposed delisting and repurchase of certain BCX

Business Connexion Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
JSE code: BCX      ISIN: ZAE000054631
JSE code: BCA      ISIN: ZAE000156154
(“BCX” or “the Company”)



POSTING OF CIRCULAR, TIMETABLE AND IRREVOCABLE UNDERTAKINGS TO THE
PROPOSED DELISTING AND REPURCHASE OF CERTAIN BCX “A” SHARES



1. INTRODUCTION

   Shareholders of BCX (“Shareholders”) are referred to the cautionary announcement and the
   detailed terms and withdrawal of cautionary announcement published on the Stock Exchange
   News Service on 9 May 2013 and 5 June 2013 respectively (“Announcements”). The definitions
   set out in the Announcements apply mutatis mutandis to this announcement.


   As set out in the Announcements, the Board has resolved to delist the “A” Shares in compliance
   with the JSE Undertaking. Pursuant to paragraphs 1.13 to 1.16 of the JSE Listings Requirements,
   the Board will provide Eligible Shareholders with the option of participating in the Voluntary Offer or
   the Scheme Offer. The Voluntary Offer and the Scheme Offer will be mutually exclusive.



2. IRREVOCABLE UNDERTAKINGS

   Eligible Shareholders holding 30.51% of the UCS “A” Shares have provided their irrevocable
   support for the Proposed Transactions and to vote in favour of the Transaction Resolutions, to the
   extent that they are permitted to vote. As set out in the Announcements, the Scheme Offer will be
   subject to, inter alia, Eligible Shareholders approving the Scheme Offer by way of a special
   resolution.


   In line with BCX’s objective of acquiring all of the UCS “A” Shares, the Board encourages Eligible
   Shareholders to approve the Scheme Offer which, if implemented, will result in BCX repurchasing
   all the UCS “A” Shares for a cash consideration of R0.95 per UCS “A” Share, representing a
   premium of 10 cents relative to the Voluntary Offer Price of R0.85 per UCS “A” Share.

3. TIMETABLE

                                                                                                  2013
   Transaction Circular posted to Shareholders on                                     Wednesday, 31 July

   Last day to trade ordinary shares and “A” Shares in order to be recorded
   in the register on the general meeting record date on                               Friday, 16 August

   Last day to trade “A” Shares in order to be recorded in the register on the
   Scheme general meeting record date on                                               Friday, 16 August

   Scheme general meeting record date being 17:00 on                                   Friday, 23 August

   General meeting record date being 17:00 on                                          Friday, 23 August

   Last date for Eligible Shareholders to give notice to BCX objecting to the
   resolution to adopt the Scheme Offer being 08:00 on                                 Friday, 30 August

   Scheme general meeting to be held at Business Connexion Fundi
   Auditorium, Business Connexion Park North, 789 Sixteenth Road,
   Randjespark, Midrand 1685 at 10:00 on                                               Friday, 30 August

   General meeting to be held at Business Connexion Fundi Auditorium,
   Business Connexion Park North, 789 Sixteenth Road, Randjespark,
   Midrand 1685 at 10:30 on                                                            Friday, 30 August

   Results of the meetings published on SENS on                                        Friday, 30 August

   Last date for BCX to send dissenting shareholders notices of the adoption
   of the special resolution to adopt the Scheme Offer on                           Friday, 13 September


   Settlement dates should the Scheme become operative

   Expected Scheme finalisation date announcement published on SENS on              Monday, 16 September

   Expected Scheme last day to trade on                                             Friday, 27 September

   Expected suspension of listing of “A” Shares at the commencement of
   trade on the Exchange on                                                         Monday, 30 September

   Expected Scheme record date on                                                      Friday, 4 October

   Expected Scheme operative date on                                                   Monday, 7 October

   Expected date of payment of the Scheme Offer Price to be paid
   electronically or posted to certificated Eligible Shareholders (if the form of
   surrender (pink) and documents of title are received by the transfer
   secretary on or before 12:00 on the Scheme record date) on                          Monday, 7 October

   Dematerialised Scheme participants expected to have their accounts held
   at their CSDP or broker debited with the UCS “A” Shares and credited
   with the Scheme Offer Price on                                                      Monday, 7 October

   Expected termination of listing of the “A” Shares on the JSE at the
   commencement of trade on                                                           Tuesday, 8 October


   Settlement dates should the Voluntary Offer become operative

   Expected Voluntary Offer finalisation date announcement published on
   SENS on                                                                           Monday, 2 September

   Expected Voluntary Offer last day to trade on                                    Friday, 13 September

   Expected suspension of listing of “A” Shares at the commencement of
   trade on the Exchange on                                                         Monday, 16 September

   Expected Voluntary Offer record date in order for Eligible Shareholders to
   make the continuation election and/or exit election in respect of some or
   all of their UCS “A” Shares and the date on which forms of election (blue)
   must be received by 12:00 on                                                     Friday, 20 September

   Expected Voluntary Offer operative date on                                       Monday, 23 September

   Expected date of payment of the Voluntary Offer Price to be paid
   electronically or posted to certificated Eligible Shareholders (if the form of
   election (blue) and documents of title are received by the transfer
   secretary on or before 12:00 on the Voluntary Offer record date) on              Monday, 23 September

   Dematerialised Voluntary Offer participants expected to have their
   accounts held at their CSDP or broker debited with the Voluntary Offer
   shares and credited with the Voluntary Offer Price on                            Monday, 23 September

   Expected termination of listing of the “A” Shares on the JSE at the                                           
   commencement of trade on                                                      Wednesday, 25 September

   Notes:
    1. The above dates and times are subject to such change. Any such change will be published on SENS once approved
       by the JSE and/or the Takeover Panel, if required.

    2. Shareholders should note that, as trade in shares on the JSE is settled through Strate, settlement of trades takes
       place five business days after the date of such trades. Therefore, Shareholders who acquire shares on the Exchange
       after the last day to trade in shares in order to be recorded in the register on the general meeting record date and the
       Scheme general meeting record date will not be entitled to vote at the meetings.

    3. Dematerialised Shareholders, other than those with “own-name” registration, must provide their CSDP or broker with
       their instructions for voting at the meetings by the cut-off time and date stipulated by their CSDP or broker in terms of
       their respective custody agreements.

    4. No dematerialisation or re-materialisation of shares may take place from the business day following the Scheme last
       day to trade or the Voluntary Offer last day to trade.

    5. If the meetings are adjourned or postponed, forms of proxy submitted for the initial Meetings will remain valid in
       respect of any adjournment or postponement of the meetings.

    6. Shareholders who wish to exercise their appraisal rights are referred to Annexure VI of the Transaction Circular for
       purposes of determining the relevant timing for the exercise of their appraisal rights.



4. TRANSACTION CIRCULAR

   Full details of the Proposed Transactions have been included in the Transaction Circular posted to
   Shareholders on 31 July 2013.




   Sandton

   1 August 2013



   Corporate advisor, transaction sponsor and JSE sponsor: One Capital

   Legal advisor: Edward Nathan Sonnenbergs Inc.

   Independent reporting Accountant: KPMG Inc.

   Independent professional expert: BDO Corporate Finance

Date: 01/08/2013 10:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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