BUSINESS CONNEXION GROUP LIMITED - BUSINESS CON /TELKOM Firm intention by Telkom to make a cash offer to acquire the entire issued share capital of BCX

BUSINESS CON /TELKOM Firm intention by Telkom to make a cash offer to acquire the entire issued share capital of BCX

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")




JOINT ANNOUNCEMENT UPDATE: FIRM INTENTION BY TELKOM TO MAKE A CASH
OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF BCX



1. INTRODUCTION

  Unless defined herein, terms used in this announcement shall bear the same meaning as per the
  circular published by BCX on 11 July 2014.

  Shareholders of BCX and Telkom (“Shareholders”) are referred to the various announcements
  released on the Stock Exchange News Service of the JSE Limited ("JSE"), regarding the
  Proposed Transaction.

2. UPDATE ON REGULATORY APPROVALS

  Unconditional approvals have been obtained from the following regulatory bodies:
  -    The Namibian Competition Commission on 8 October 2014;
  -    The Tanzania Fair Competition Commission on 13 October 2014;
  -    The Competition Authority of Botswana on 4 November 2014; and
  -    The Common Market for Eastern and Southern Africa (COMESA) on 11 March 2015.

  The Parties are awaiting the following regulatory approvals:
  -    The Competition Commission of South Africa; and
  -    to the extent required, The Independent Communications Authority of South Africa (ICASA).

  Upon receipt of the above approvals, final approval will be sought from the Takeover Regulation
  Panel and the JSE.

3. AMENDMENT TO THE IMPLEMENTATION AGREEMENT

   Shareholders are further advised that the Implementation Agreement entered into between the
   Parties on 21 May 2014, as amended by addenda, has been further amended to extend the Long
   Stop Date from 31 March 2015 to 30 April 2015, in order to extend the time available for the
   completion of the regulatory approval processes outlined above.



Midrand
31 March 2015


Investment bank and corporate advisor to BCX: Investec Bank Limited
Transaction sponsor to BCX: Investec Bank Limited
Investment bank and corporate advisor to Telkom: Absa Bank Limited
Transaction sponsor to Telkom: Absa Bank Limited
Legal advisor to BCX and Telkom: Edward Nathan Sonnenbergs Incorporated
Sponsor to BCX: One Capital Sponsor Services (Proprietary) Limited
Sponsor to Telkom: The Standard Bank of South Africa Limited

Date: 31/03/2015 04:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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