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BUSINESS CONNEXION GROUP LIMITED - BCX/Telkom: Posting of Circular and Notice of General Meeting and Scheme Meetings

Release Date: 11/07/2014 09:59
Code(s): BCX TKG     PDF:  
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BCX/Telkom:  Posting of Circular and Notice of General Meeting and Scheme Meetings

BUSINESS CONNEXION GROUP LIMITED                         TELKOM SA SOC LIMITED
(Incorporated in the Republic of South Africa)           (Incorporated in the Republic South Africa)
(Registration number 1988/005282/06)                     (Registration number 1991/005476/30)          
JSE code: BCX                                            JSE code: TKG
ISIN: ZAE0000154631                                      ISIN: ZAE000044897
("BCX" or the "Company")                                 ("Telkom")
                                                                          



POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING AND SCHEME
MEETINGS

1.      INTRODUCTION

        BCX shareholders (“BCX Shareholders”) are referred to the firm intention announcement
        released on the Stock Exchange News Service ("SENS") of the JSE Limited (“JSE”) on 22 May
        2014 (“Firm Intention Announcement”) regarding, inter alia, the terms on which Telkom SA
        SOC Limited (“Telkom”) offered to acquire (i) the entire issued ordinary share capital of BCX,
        excluding the BCX ordinary shares held by Business Connexion Proprietary Limited as treasury
        shares (“Ordinary Scheme Shares”), and (ii) the entire issued “A” ordinary share capital of
        BCX (“A Scheme Shares”), (“Proposed Transaction”). BCX Shareholders are also referred to
        the announcement released on SENS on 12 June 2014 regarding, inter alia, the extension
        granted by the Takeover Regulation Panel (“TRP”) for the posting of the circular in relation to
        the Proposed Transaction to 11 July 2014 (“Extension Announcement”).

        BCX Shareholders are hereby advised that a circular containing, inter alia, (i) details of the
        Proposed Transaction; (ii) a notice of general meeting convening BCX Shareholders to
        consider amending and approving certain terms to the existing BCX share incentive schemes
        and approving the establishment of a new retention and incentivisation plan (“General
        Meeting”); (iii) a notice convening a meeting of BCX Shareholders holding Ordinary Scheme
        Shares ("Ordinary Scheme Meeting") to, inter alia, consider and, if deemed fit, approve the
        acquisition by Telkom of the Ordinary Scheme Shares by way of a scheme of arrangement in
        terms of 114 (1)(c), read with section 115, of the Companies Act No 71 of 2008 (“Ordinary
        Scheme”) and (iv) a notice convening a meeting of BCX Shareholders holding A Scheme
        Shares ("A Scheme Meeting") to, inter alia, consider and, if deemed fit, approve the acquisition
        by Telkom of the A Scheme Shares by way of a scheme of arrangement in terms of 114 (1)(c),
        read with section 115, of the Companies Act No 71 of 2008 ("A Scheme"); forms of proxy and
      forms of surrender and transfer have been posted to BCX Shareholders on Friday, 11 July
      2014 and are available on BCX’s website at www.bcx.co.za (“Circular”).


2.    NOTICE OF GENERAL MEETING

      The General Meeting will be held at 10:00 on Monday, 11 August 2014 at the registered office
      of BCX at the Fundi Auditorium, Business Connexion Park North, Block Q, 789 16th Road,
      Randjespark, Midrand, for the purpose of considering and, if deemed fit, passing, with or
      without modification, the resolutions required to ,inter alia, approve amendments to the terms of
      BCX’s current share incentive schemes and the establishment of a new retention and
      incentivisation plan and certain matters related to the Ordinary Scheme and the A Scheme.


3.    NOTICE OF ORDINARY SCHEME MEETING

      The Ordinary Scheme Meeting will be held at 11:00 on Monday, 11 August 2014 or as soon
      thereafter as the General Meeting is concluded or adjourned at the registered office of BCX at
      the Fundi Auditorium, Business Connexion Park North, Block Q, 789 16th Road, Randjespark,
      Midrand, for the purpose of considering and, if deemed fit, passing, with or without modification,
      the resolutions required to approve the Ordinary Scheme and certain related matters.

4.    NOTICE OF A SCHEME MEETING

      The A Scheme Meeting will be held at 12:00 on Monday, 11 August 2014 or soon after
      adjournment of the Ordinary Scheme Meeting at the registered office of BCX at the Fundi
      Auditorium, Business Connexion Park North, Block Q, 789 16th Road, Randjespark, Midrand,
      for the purpose of considering and, if deemed fit, passing, with or without modification, the
      resolutions required to approve the A Scheme and certain related matters.



5.    SALIENT DATES AND TIMES

      The salient dates and times relating to the Proposed Transaction are set out in the timetable
      below ("Timetable"). Words and expressions in the Timetable and notes thereto shall have the
      same meaning as assigned to them in the Circular unless defined in this announcement.



 Action                                                                                              2014



 Record date for BCX Shareholders to be recorded in the Register in                        Friday, 4 July
 order to be entitled to receive the Circular

 Circular posted to BCX Shareholders and notice convening the General                     Friday, 11 July
 Meeting and Scheme Meetings published on SENS on


 Notice convening the General Meeting and Scheme Meetings published                     Monday, 14 July
 in the South African press on
Last day to trade BCX Shares in order to be recorded in the Register on             Friday, 25 July
the Voting Record Date on


Voting Record Date being 17:00 on                                                 Friday, 1 August



Forms of Proxy to be received by the Transfer Secretaries for the:             Thursday, 7 August
   • General Meeting at 10:00
   • Ordinary Scheme Meeting at 11:00, and
   • A Scheme Meeting at 12:00, on

Last date and time for BCX Shareholders to give notice to BCX                   Monday, 11 August
objecting to the Ordinary Scheme Special Resolution and/or the
Repurchase Resolutions in terms of section 164 of the Companies Act
by 10:00 on

General Meeting to be held at 10:00                                             Monday, 11 August



Ordinary Scheme Meeting to be held at 11:00 (or as soon thereafter as           Monday, 11 August
the General Meeting is concluded or adjourned) on


A Scheme Meeting to be held at 12:00 (or as soon thereafter as the              Monday, 11 August
Ordinary Scheme Meeting is concluded or adjourned) on


Results of the Meetings published on SENS on                                    Monday, 11 August



Results of Meetings published in the South African press on                    Tuesday, 12 August



Last day for BCX Shareholders who voted against the Schemes to                  Monday, 18 August
require BCX to seek court approval for the Schemes in terms of section
115(3)(a) of the Companies Act
Last day for BCX to send notice of adoption of any/all of the Ordinary          Monday, 25 August
Scheme Special Resolution and/or the Repurchase Resolutions to
Dissenting Shareholders, in accordance with section 164 of the
Companies Act

Last day for a BCX Shareholder who voted against the Scheme(s) to               Monday, 25 August
apply to court for leave to apply for a review of the Scheme(s) in terms of
section 115(3)(b) of the Companies Act

Last day for a BCX Shareholder who gave notice to BCX objecting to the        Monday, 8 September
Ordinary Scheme Special Resolution and/or the Repurchase
Resolutions in terms of section 164 of the Companies Act to make a
demand against BCX as contemplated in section 164(7)
 Action                                                                                                      2014



 The following dates assume that no court approval or review of the Scheme is required and will be
 confirmed in the finalisation announcement if the Scheme becomes unconditional



 Expected Fulfilment Date for fulfilment or waiver, as the case may be, of                   Friday, 17 October
 the last of the conditions to the Implementation Agreement

 Finalisation announcement expected to be released on SENS                                 Monday, 20 October



 Finalisation announcement expected to be published in the South African                  Tuesday, 21 October
 press

 Expected last day to trade in Shares in order to be recorded in the                         Friday, 31 October
 Register on the Scheme Record Date (Scheme Last Day to Trade)

 Expected date of suspension of listing of Shares on the JSE                             Monday, 3 November



 Expected Scheme Record Date on which BCX Shareholders must be                             Friday, 7 November
 recorded in the Register to receive the Scheme Consideration

 Expected Operative Date of the Schemes                                                 Monday, 10 November



 Scheme Consideration expected to be posted/paid to Certificated Scheme                 Monday, 10 November
 Participants (provided their Form of Surrender and Transfer are received
 on or prior to 12:00 on the Scheme Record Date) on or about

 Dematerialised Scheme Participants expected to have their accounts with                Monday, 10 November
 their CSDP or broker credited with the Scheme Consideration on or about

 Expected termination of listing of Shares at commencement of trade on                 Tuesday, 11 November
 the JSE




Notes:
1. The above dates and times are subject to such changes as may be agreed to by BCX and Telkom and
    approved by the JSE and/or the TRP, if required.

2.    BCX Shareholders should note that, as trade in BCX Shares on the JSE is settled through Strate, settlement
     of trades takes place five business days after the date of such trades. Therefore, BCX Shareholders who
     acquire Shares on the JSE after the last day to trade in BCX Shares in order to be recorded in the Register
     on the Scheme Voting Record Date will not be entitled to vote at the Meetings.

3.   BCX Shareholders who wish to exercise their Appraisal Rights are referred to the Circular for purposes of
     determining the relevant timing for the exercise of their Appraisal Rights.
4.   BCX Shareholders who wish to exercise their right in terms of section 115(3) of the Companies Act to require
     the approval of a court for the Ordinary Scheme and/or the A Scheme should refer to the Circular which
     includes an extract of section 115 of the Companies Act. Should BCX Shareholders exercise their rights in
     terms of section 115(3) of the Companies Act, the dates and times set out above will not be relevant. BCX
     Shareholders will be notified separately of the applicable dates and times under this process.

5.   A BCX Shareholder may submit a form of proxy at any time before the commencement of the General
     Meeting and Scheme Meetings (or adjourned or postponed General Meeting or Scheme Meetings) or hand it
     to the chairman of the Scheme Meetings before the appointed proxy exercises any of the relevant BCX
     Shareholders’ rights at the Scheme Meetings (or adjourned or postponed Scheme Meetings), provided that
     should a BCX Shareholder lodge a form of proxy with the Transfer Secretaries less than 48 hours (excluding
     Saturdays, Sundays and official public holidays) before the Scheme Meetings, such BCX Shareholder will
     also be required to furnish a copy of such form of proxy to the chairman of the Scheme Meetings before the
     appointed proxy exercises any of such BCX Shareholder’s rights at the Scheme Meetings (or adjourned or
     postponed Scheme Meetings).

6.   No Dematerialisation or re-materialisation of BCX Shares may take place from the Business Day following
     the Ordinary Scheme LDT or the A Scheme LDT.

7.   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.

8.   Although the salient dates and times are stated to be subject to change, such statement may not be
     regarded as consent or dispensation for any change to time periods which may be required in terms of the
     Takeover Regulations, where applicable, and any such consents or dispensations must be specifically
     applied for and granted.

9.   All times referred to in this announcement are references to South African Standard Time.




Midrand
11 July 2014


Investment bank and corporate advisor to BCX: Investec Bank Limited
Transaction sponsor to BCX: Investec Bank Limited
Sponsor to BCX: One Capital Sponsor Services (Proprietary) Limited
Communication advisor to BCX: Instinctif Partners (SA) (Proprietary) Limited
Investment bank and corporate advisor to Telkom: Absa Bank Limited
Transaction sponsor to Telkom: Absa Bank Limited
Communication advisor to Telkom: Edelman SA (Proprietary) Limited
Legal advisor to BCX and Telkom: Edward Nathan Sonnenbergs Incorporated
Independent Expert to BCX: BDO Corporate Finance (Proprietary) Limited

Date: 11/07/2014 09:59:00 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.

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