Finalisation Announcement Regarding The Delisting Of Bcx “A” Shares And Repurchase Of Certain Bcx “A” Shares By Way
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”)
FINALISATION ANNOUNCEMENT REGARDING THE DELISTING OF BCX “A” SHARES AND
REPURCHASE OF CERTAIN BCX “A” SHARES BY WAY OF A SCHEME OF ARRANGEMENT
Shareholders of BCX (“Shareholders”) are referred to the circular to Shareholders dated 31 July
2013 (“Transaction Circular”) as well as the announcement published by the Company on the
Stock Exchange News Service of the JSE Limited (“JSE”) on 30 August 2013 (“Announcement”)
regarding, inter alia, the approval at the general meeting of BCX, by the requisite majority of
Shareholder votes, of the repurchase of certain BCX "A" ordinary shares (“"A" Shares”) by way of
a scheme of arrangement (“Scheme”) and the consequent delisting of all "A" Shares from the
exchange operated by the JSE (“Delisting”). The definitions set out in the Announcement apply
mutatis mutandis to this announcement.
Shareholders are hereby advised that all conditions precedent to the Scheme, as detailed in the
Transaction Circular, have been fulfilled and a compliance certificate from the Takeover Regulation
Panel was received on 13 September 2013. Accordingly, the Scheme has become unconditional
with effect from 16 September 2013.
2. SALIENT TERMS
In terms of the Scheme, each Eligible Shareholder is entitled to receive a cash consideration of
R0.95 for every "A" Share held. The Delisting will be implemented as a consequence of the
The salient dates and times relating to the implementation of the Scheme and Delisting
(“Timetable”) are set out in paragraph 3 below. Words and expressions in the Timetable and notes
thereto shall have the same meaning as assigned to them in the Transaction Circular.
Scheme Finalisation Date Monday, 16 September
Scheme LDT on Friday, 27 September
Suspension of listing of "A" Shares at the commencement of trade on the
Exchange on Monday, 30 September
Scheme Record Date on Friday, 4 October
Scheme Operative Date on Monday, 7 October
Date of payment of the Scheme Consideration 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 Consideration on Monday, 7 October
Termination of listing of the "A" Shares on the JSE at the commencement
of trade on Tuesday, 8 October
1. No dematerialisation or re-materialisation of "A" Shares may take place from the business day following the Scheme
2. All times referred to above are South African standard times.
16 September 2013
Corporate advisor, transaction sponsor and JSE sponsor: One Capital
Legal advisor: Edward Nathan Sonnenbergs Inc.
Date: 16/09/2013 10:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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