BUSINESS CONNEXION GROUP LIMITED - Finalisation Announcement Regarding The Delisting Of Bcx A Shares And Repurchase Of Certain Bcx A Shares By Way

Finalisation Announcement Regarding The Delisting Of Bcx “A” Shares And Repurchase Of Certain Bcx “A” Shares By Way

Business Connexion Group Limited

(Incorporated in the Republic of South Africa)

(Registration number 1988/005282/06)

JSE code: BCX      ISIN: ZAE000054631

JSE code: BCA      ISIN: ZAE000156154

(“BCX” or “the Company”)




FINALISATION ANNOUNCEMENT REGARDING THE DELISTING OF BCX “A” SHARES AND
REPURCHASE OF CERTAIN BCX “A” SHARES BY WAY OF A SCHEME OF ARRANGEMENT



1. INTRODUCTION

   Shareholders of BCX (“Shareholders”) are referred to the circular to Shareholders dated 31 July
   2013 (“Transaction Circular”) as well as the announcement published by the Company on the
   Stock Exchange News Service of the JSE Limited (“JSE”) on 30 August 2013 (“Announcement”)
   regarding, inter alia, the approval at the general meeting of BCX, by the requisite majority of
   Shareholder votes, of the repurchase of certain BCX "A" ordinary shares (“"A" Shares”) by way of
   a scheme of arrangement (“Scheme”) and the consequent delisting of all "A" Shares from the
   exchange operated by the JSE (“Delisting”). The definitions set out in the Announcement apply
   mutatis mutandis to this announcement.


   Shareholders are hereby advised that all conditions precedent to the Scheme, as detailed in the
   Transaction Circular, have been fulfilled and a compliance certificate from the Takeover Regulation
   Panel was received on 13 September 2013. Accordingly, the Scheme has become unconditional
   with effect from 16 September 2013.


2. SALIENT TERMS


   In terms of the Scheme, each Eligible Shareholder is entitled to receive a cash consideration of
   R0.95 for every "A" Share held. The Delisting will be implemented as a consequence of the
   Scheme.


   The salient dates and times relating to the implementation of the Scheme and Delisting
   (“Timetable”) are set out in paragraph 3 below. Words and expressions in the Timetable and notes
   thereto shall have the same meaning as assigned to them in the Transaction Circular.


3. TIMETABLE
                                                                                                                    2013
Scheme Finalisation Date                                                                      Monday, 16 September
Scheme LDT on                                                                                   Friday, 27 September
Suspension of listing of "A" Shares at the commencement of trade on the
Exchange on                                                                                   Monday, 30 September
Scheme Record Date on                                                                                Friday, 4 October
Scheme Operative Date on                                                                           Monday, 7 October
Date of payment of the Scheme Consideration to be paid electronically or
posted to Certificated Eligible Shareholders (if the Form of Surrender
(pink) and Documents of Title are received by the Transfer Secretary on
or before 12:00 on the Scheme Record Date) on                                                      Monday, 7 October
Dematerialised Scheme Participants expected to have their accounts held
at their CSDP or broker debited with the UCS "A" Shares and credited
with the Scheme Consideration on                                                                   Monday, 7 October
Termination of listing of the "A" Shares on the JSE at the commencement
of trade on                                                                                       Tuesday, 8 October


    1. No dematerialisation or re-materialisation of "A" Shares may take place from the business day following the Scheme
        LDT.

    2. All times referred to above are South African standard times.


   Sandton
   16 September 2013


   Corporate advisor, transaction sponsor and JSE sponsor: One Capital
   Legal advisor: Edward Nathan Sonnenbergs Inc.

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