TELKOM SA SOC LIMITED - Joint finalisation announcement in respect of the acquisition by Telkom of the entire issued share capital of BCX

Release Date: 06/08/2015 12:00
Code(s): TKG BCX
 
Wrap Text
Joint finalisation announcement in respect of the acquisition by Telkom of 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: ZAE000054631                                  ISIN: ZAE000044897
            ("BCX" or the "Company")                                     ("Telkom")




JOINT FINALISATION AND UPDATE ANNOUNCEMENT IN RESPECT OF TELKOM’S CASH
OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF BCX


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



1. FULFILMENT OF SCHEME CONDITIONS
   Shareholders of BCX and Telkom (“Shareholders”) are referred to the Circular issued by BCX in
   respect of, inter alia, (i) the proposed scheme of arrangement in terms of section 114 (i) (c), read
   with section 115 of the Companies Act ("Scheme of Arrangement"), in terms of which Telkom
   will acquire the ordinary shares from the Ordinary Scheme Participants ("Ordinary Scheme") and
   (ii) the proposed Scheme of Arrangement in terms of which Telkom will acquire the A shares from
   the A Scheme Participants or alternatively, the A Shares will be repurchased by BCX prior to
   implementation of the Ordinary Scheme.


   Further to this, Shareholders are advised that all the Conditions to the Ordinary Scheme that were
   required to be fulfilled have been fulfilled, including the following:

   1.1. the receipt of the conditional approval (in writing) from the Competition Authorities for the
        Proposed Transaction in terms of the Competition Act, which conditions were acceptable to
        BCX and Telkom; and

   1.2. the issue of a compliance certificate in relation to the Ordinary Scheme by the Takeover
        Regulation Panel.


   Therefore all Conditions to the Ordinary Scheme as detailed per the Circular have been fulfilled
   and the Ordinary Scheme is now unconditional. In terms of the Ordinary Scheme, each BCX
   shareholder will receive R6.60 for every BCX ordinary share held by it.

   The JSE has also given its written approval for the delisting of BCX Shares.

2. AMENDMENT TO IMPLEMENTATION AGREEMENT
   BCX Shareholders are also advised that the implementation agreement entered into between
   BCX and Telkom on 21 May 2014, as amended by addenda entered into, has been amended on
   5 August 2015 to ensure that the Affected Transaction Call Option is implemented on the
   Operative Date of the Scheme to ensure that both Ordinary Scheme Participants and Affected
   Transaction Call Option Participants are settled with the Ordinary Scheme Consideration and
   Affected Transaction Call Option Consideration respectively on the same day and as was
   intended by all parties.
3. FINAL SALIENT DATES AND TIMES


   The timetable for the finalisation and implementation of the Scheme is as follows:


                                                                                                      2015
 Fulfilment Date                                                                    Wednesday,5 August
 Finalisation announcement released on SENS                                             Thursday, 6 August
 Finalisation announcement published in the South African press                            Friday, 7 August
 Last day to trade in Scheme BCX Shares in order to be recorded in                        Friday, 14 August
 the Register on the Scheme Record Date (Scheme Last Day to
 Trade)
 Suspension of listing of BCX Shares on the JSE                                         Monday, 17 August
 Scheme Record Date on which Shareholders must be recorded in                             Friday, 21 August
 the Register to receive the Scheme Consideration
 Operative Date of the Scheme                                                           Monday, 24 August
 Scheme Consideration posted/paid to Certificated Shareholders                          Monday, 24 August
 (provided their Forms of Surrender and Transfer together with their
 document/s of title are received on or prior to 12:00 on the Scheme
 Record Date) on or about
 Dematerialised Shareholders to have their accounts with their                          Monday, 24 August
 CSDP or broker credited with the Scheme Consideration on
 Termination of listing of BCX Shares at commencement of trade on                       Tuesday, 25 August
 the JSE

   Notes:
   1. All times given in this announcement are local times in South Africa.
   2. Shareholders who hold BCX Shares on the Scheme Record Date (Friday, 21 August 2015)
       will participate in the Scheme (i.e. sell their Scheme Shares to Telkom in accordance with the
       Scheme for the Scheme Consideration).
   3. BCX Shares may not be dematerialised or rematerialised after the Scheme Last Day to
       Trade.

Midrand
6 August 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: 06/08/2015 12:00:00 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.

Email this JSE Sens Item to a Friend.

Share This Story