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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.