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Results of General and Scheme meetings
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")
RESULTS 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
offered to acquire (i) the entire issued ordinary share capital of BCX, (“Ordinary Scheme
Shares”), and (ii) the entire issued “A” ordinary share capital of BCX (“A Scheme Shares”),
excluding all BCX shares held by Business Connexion Proprietary Limited as treasury 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 (“General Meeting”) to,
inter-alia, consider approving amendments to the terms of BCX’s current share incentive
schemes, approving the establishment of a new retention and incentivisation plan and
approving the repurchase of the A Shares pursuant to the exercise of an Affected
Transaction Call Option as set out in the memorandum of incorporation of BCX
("Repurchase"); a notice convening a meeting of 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 Resolution") and a notice convening a meeting of 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 Resolution") and the Repurchase; forms of proxy and forms of
surrender and transfer (“Circular”);
- the SENS announcement released on 5 August 2014 regarding, inter alia, amendments to
the implementation agreement entered into between BCX and Telkom on 21 May 2014 (as
previously amended by addenda entered into on 20 June 2014, 7 July 2014, 24 July 2014
and 1 August 2014), which relate to an amendment that allows BCX to make a distribution
of up to 20c per ordinary share to the BCX Shareholders prior to the implementation of the
Proposed Transaction in terms of a further addendum entered into on 4 August 2014;and
- the SENS announcement released on 8 August 2014 regarding, inter alia, the declaration
of a special dividend of 20 cents per ordinary share payable to BCX Shareholders prior to
the implementation of the Proposed Transaction.
2. RESULTS OF THE GENERAL MEETING
BCX Shareholders are advised that at the General Meeting held on Monday, 11 August 2014 at
10:00, all of the resolutions as set out in the notice convening the General Meeting incorporated
in the Circular were passed, without modification, by the requisite majority of votes.
3. RESULTS OF THE ORDINARY SCHEME MEETING
BCX Shareholders are advised that at the Ordinary Scheme Meeting held on Monday, 11
August 2014 after the conclusion of the General Meeting, all of the resolutions as set out in the
notice convening the Ordinary Scheme Meeting incorporated in the Circular were passed,
without modification, by the requisite majority of votes.
4. RESULTS OF THE A SCHEME MEETING
BCX Shareholders are advised that at the A Scheme Meeting held on Monday, 11 August 2014
after the conclusion of the Ordinary Scheme Meeting, all of the resolutions as set out in the
notice convening the A Scheme Meeting incorporated in the Circular were passed, without
modification, by the requisite majority of votes.
5. OUTSTANDING CONDITIONS PRECEDENT
5.1. BCX Shareholders are advised that the following conditions precedent to the Ordinary
Scheme, as detailed in the Circular, remain outstanding ("Ordinary Scheme
Conditions"):
5.1.1. by not later than 23h59 on 30 January 2015, the Proposed Transaction has been
approved by the requisite competition authorities, or conditionally approved on
terms and conditions which the party which is or parties which are affected by
such conditions or terms confirms in writing (within 5 business days of receipt of
such conditional approval but in any event by not later than 23h59 on 30 January
2015 to be acceptable to it/them, acting reasonably);
5.1.2. by not later than 23h59 on 30 January 2015, to the extent necessary, any
confirmation or approval in writing as required in terms of the Electronic
Communications Act from the Independent Communications Authority of South
Africa has been obtained in accordance with the requirements of such statute, or
conditionally confirmed or approved on terms and conditions which the party which
is or parties which are affected by such conditions or terms confirm/s in writing
(within 5 business days of receipt of such conditional approval but in any event by
not later than 23h59 on 30 January 2015) to be acceptable to it/them, acting
reasonably; and
5.1.3. by not later than 23h59 on the 3rd business day following the day on which the last
of the conditions in this paragraph 5 (excluding this paragraph 5.1.3) is fulfilled or
waived, as the case may be, the Takeover Regulation Panel has issued a
compliance certificate in respect of the Proposed Transaction in terms of section
119(4)(b) of the Companies Act.
5.2. BCX Shareholders are advised that the following conditions precedent to the A Scheme,
as detailed in the Circular, remain outstanding:
5.2.1. by not later than 23:59 on the 30 January 2015, the Ordinary Scheme Conditions
have been fulfilled, save insofar as such Ordinary Scheme Conditions are
conditional on the adoption of the A Scheme Special Resolution; and
5.2.2. by not later than the 10th business day after the fulfilment or waiver, as the case
may be, of the last of the Ordinary Scheme Conditions, the Affected Transaction
Call Option has not been exercised or, if it has been exercised, the Affected
Transaction Call Option has not been implemented.
5.3. BCX Shareholders are advised that the following conditions precedent to the Affected
Transaction Call Option, as detailed in the Circular, remain outstanding –
5.3.1. by not later than 30 January 2015, the Ordinary Scheme Conditions have been
fulfilled, save insofar as such Ordinary Scheme Conditions relate to the
implementation of the Affected Transaction Call Option in terms of the
Repurchase.
5.4. Upon fulfilment of all remaining conditions precedent, a finalisation announcement will be
made by BCX and Telkom as soon as reasonably practicable.
6. SALIENT DATES AND TIMES
The remaining salient dates and times relating to the finalisation and implementation of the
Scheme (“Timetable”) are set out hereunder for shareholders’ information and where
appropriate, action. Note that these have not changed from those dates set out in the Circular.
Words and expressions in the Timetable and notes thereto shall have the same meaning as
assigned to them in the Circular.
Action 2014
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. All dates and times in respect of the Scheme are subject to change by mutual agreement
between BCX and Telkom and the approval of the JSE and the TRP. The dates have been
determined based on assumptions regarding the dates by which certain regulatory
approvals including, but not limited to, that of the competition authorities, will be obtained
and that no court approval or review of the Scheme will be required. Any change in the
dates and times will be released on SENS and published in the South African press. All
times given in this announcement are local times in South Africa.
2. BCX Shareholders who hold Ordinary Scheme Shares on the Scheme Last Day to Trade
(expected to be Friday, 31 October 2014) will participate in the Proposed Transaction, i.e.
sell their Ordinary Scheme Shares to Telkom in accordance with the terms of the Circular.
3. All times given in this announcement are local times in the Republic of South Africa.
4. If the Ordinary Scheme becomes operative, Ordinary Scheme Shares may not be
dematerialised or rematerialised after the Scheme Last Day to Trade.
Midrand
11 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: 11/08/2014 12:51:00 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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