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BUSINESS CONNEXION GROUP LIMITED - BCX; TKG - Amendments to the Implementation Agreement

Release Date: 05/08/2014 07:25
Code(s): BCX TKG     PDF:  
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BCX; TKG - Amendments to the Implementation Agreement

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




AMENDMENTS TO THE IMPLEMENTATION AGREEMENT

1.      INTRODUCTION

        Business Connexion Group Limited (“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 further referred to the announcements 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, the combined
        circular to BCX Shareholders dated 11 July 2014 containing, inter alia, details of the Proposed
        Transaction; notice of general meeting to, inter-alia, consider amending and approving certain
        terms to BCX’s share incentive schemes (“General Meeting”); notices convening a meeting of
        BCX Shareholders to, inter alia, consider and, if deemed fit, approve the scheme of
        arrangements 114 (1)(c) of the Companies Act (“Schemes”) (“Scheme Meetings”); forms of
        proxy and forms of surrender and transfer (“Circular”).

2.      AMENDMENTS TO THE IMPLEMENTATION AGREEMENT

        BCX Shareholders are advised that the implementation agreement entered into between BCX
        and Telkom on 21 May 2014 (“Implementation Agreement”), as amended by addenda
        entered into on 20 June 2014, 7 July 2014 and 24 July 2014 has been amended on 1 August
        2014 and 4 August 2014, to:
      *   allow the parties to submit the merger notifications to the competition authorities, excluding
          the South African competition authorities, by no later than 5 August 2014. The merger
          notification to the South African Competition Authorities was submitted on Friday, 1 August
          2014; and
      *   amend a provision of the Implementation Agreement, which relates to BCX’s undertaking
          not to make any distributions, other than a repurchase of any A Shares under the affected
          transaction call option and any other repurchase in accordance with the terms and
          conditions of the A shares, prior to the implementation or failure of the Proposed
          Transaction. This clause has been amended to allow BCX to make a distribution to
          Shareholders of up to 20c per ordinary share prior to the implementation of the Proposed
          Transaction.

3.    LETTERS OF SUPPORT

      Key BCX Shareholders representing 80% of the Ordinary Scheme Shares have given BCX
      written support for the Proposed Transaction.

4.    REMINDER OF THE 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 approve the General Meeting and certain
      related matters.

5.    REMINDER 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.

6.    REMINDER 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.



Midrand
5 August 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: 05/08/2014 07:25:00 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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