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Proposed delisting of the BCX “A” shares, proposed new share incentive scheme and cautionary announcement.
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”)
PROPOSED DELISTING OF THE BCX “A” SHARES, A REPURCHASE OFFER TO CERTAIN
HOLDERS OF BCX “A” SHARES AND CAUTIONARY ANNOUNCEMENT
1. INTRODUCTION
Shareholders of BCX (“Shareholders”) are advised that the Company is pursuing the proposed
delisting of its issued “A” ordinary shares (“A” Shares”) from the exchange (“Exchange”)
operated by the JSE Limited (“JSE”) in compliance with an undertaking given by the Company to
the JSE’s Issuer Regulation Division (“Delisting”), as more fully set out in paragraph 2 below.
In order to implement the Delisting and subject to the Company obtaining the requisite approvals,
BCX intends to implement a specific repurchase of up to 25 033 334 “A” Shares (“Repurchase”),
as more fully set out in paragraph 3 below.
2. BACKGROUND TO AND RATIONALE FOR THE DELISTING AND REPURCHASE
In September 2010, BCX issued 75 100 000 “A” Shares to predominantly black economic
empowerment (“BEE”) participants (“BEE “A” Shares”) (“BEE Transaction”). Full details of the
BEE Transaction are contained in the circular to Shareholders dated 17 August 2010.
The subscription agreements entered into between BCX and the subscribers to the BEE “A”
Shares (“Initial Participants”) contain “lock-in” provisions, in terms of which the Initial Participants
are precluded from disposing of their BEE “A” Shares until 31 August 2015 (“Lock-in
Provisions”). The BEE “A” Shares were not listed on the Exchange at the time of the
implementation of the BEE Transaction.
Shareholders are referred to the announcement dated 29 March 2011 and the circular to
Shareholders dated 9 March 2011 pertaining to the acquisition by BCX of shares and claims in
certain underlying subsidiaries of UCS Group Limited (“UCS”) (“UCS Acquisition”).
In terms of the UCS Acquisition, BCX issued, inter alia, 25 033 334 “A” Shares to UCS (“UCS “A”
Shares”). The UCS “A” Shares were subsequently unbundled to UCS’ shareholders (“UCS
Unbundling”).
The JSE approved the issue of the UCS “A” Shares and the listing of the UCS “A” Shares subject
to all the A shares, as a class in issue, including the BEE “A” Shares, being listed on the Exchange
in order to facilitate the UCS Unbundling. However, this approval was conditional on BCX
subsequently repurchasing the UCS “A” Shares and delisting all the “A” Shares from the Exchange
(“Delisting Undertaking”).
The rationale for the Delisting Undertaking required by the JSE is that the “A” Shares, following the
repurchase of the UCS “A” Shares by BCX pursuant to the condition above, would no longer meet
the requirements for a listing on the Exchange as a consequence of the BEE “A” Shares not being
freely transferrable.
BCX intends to propose the Delisting, on the basis set out in paragraph 3 below, in compliance
with the Delisting Undertaking.
3. DELISTING AND REPURCHASE OFFER
The Delisting will constitute a voluntary delisting in terms of the JSE Listings Requirements which
will require, inter alia, that an offer (“Offer”) be extended to holders of the “A” Shares. BCX intends
to implement the Offer through a repurchase of “A” Shares (“Repurchase Offer”).
Holders of the BEE “A” Shares are referred to the terms and conditions attaching to those shares
as set out in the Company’s memorandum of incorporation, which contain, inter alia, the Lock-in
Provisions. Holders of the BEE “A” Shares are therefore precluded from participating in the
Repurchase Offer.
BCX will therefore extend the Repurchase Offer to holders of the UCS “A” Shares only.
4. CONSENTS AND APPROVALS REQUIRED
The Delisting and Repurchase will be subject to, inter alia, approval by Shareholders in
accordance with the relevant regulatory and statutory requirements. These requirements will be
more fully set out in a circular to Shareholders.
5. CAUTIONARY ANNOUNCEMENT
Further details regarding the Delisting and Repurchase will be announced in due course.
The Repurchase, if successfully concluded, may have an effect on the price of the Company’s
securities and, in particular, the price of the “A” Shares.
Accordingly, Shareholders and in particular holders of the UCS “A” Shares, are advised to exercise
caution when dealing in the Company’s securities until a detailed terms announcement is
published.
Sandton
9 May 2013
Corporate advisor, transaction sponsor and JSE sponsor
One Capital
Legal advisor
Edward Nathan Sonnenbergs Inc.
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