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Posting of circular, timetable and irrevocable undertakings to the proposed delisting and repurchase of certain BCX
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”)
POSTING OF CIRCULAR, TIMETABLE AND IRREVOCABLE UNDERTAKINGS TO THE
PROPOSED DELISTING AND REPURCHASE OF CERTAIN BCX “A” SHARES
1. INTRODUCTION
Shareholders of BCX (“Shareholders”) are referred to the cautionary announcement and the
detailed terms and withdrawal of cautionary announcement published on the Stock Exchange
News Service on 9 May 2013 and 5 June 2013 respectively (“Announcements”). The definitions
set out in the Announcements apply mutatis mutandis to this announcement.
As set out in the Announcements, the Board has resolved to delist the “A” Shares in compliance
with the JSE Undertaking. Pursuant to paragraphs 1.13 to 1.16 of the JSE Listings Requirements,
the Board will provide Eligible Shareholders with the option of participating in the Voluntary Offer or
the Scheme Offer. The Voluntary Offer and the Scheme Offer will be mutually exclusive.
2. IRREVOCABLE UNDERTAKINGS
Eligible Shareholders holding 30.51% of the UCS “A” Shares have provided their irrevocable
support for the Proposed Transactions and to vote in favour of the Transaction Resolutions, to the
extent that they are permitted to vote. As set out in the Announcements, the Scheme Offer will be
subject to, inter alia, Eligible Shareholders approving the Scheme Offer by way of a special
resolution.
In line with BCX’s objective of acquiring all of the UCS “A” Shares, the Board encourages Eligible
Shareholders to approve the Scheme Offer which, if implemented, will result in BCX repurchasing
all the UCS “A” Shares for a cash consideration of R0.95 per UCS “A” Share, representing a
premium of 10 cents relative to the Voluntary Offer Price of R0.85 per UCS “A” Share.
3. TIMETABLE
2013
Transaction Circular posted to Shareholders on Wednesday, 31 July
Last day to trade ordinary shares and “A” Shares in order to be recorded
in the register on the general meeting record date on Friday, 16 August
Last day to trade “A” Shares in order to be recorded in the register on the
Scheme general meeting record date on Friday, 16 August
Scheme general meeting record date being 17:00 on Friday, 23 August
General meeting record date being 17:00 on Friday, 23 August
Last date for Eligible Shareholders to give notice to BCX objecting to the
resolution to adopt the Scheme Offer being 08:00 on Friday, 30 August
Scheme general meeting to be held at Business Connexion Fundi
Auditorium, Business Connexion Park North, 789 Sixteenth Road,
Randjespark, Midrand 1685 at 10:00 on Friday, 30 August
General meeting to be held at Business Connexion Fundi Auditorium,
Business Connexion Park North, 789 Sixteenth Road, Randjespark,
Midrand 1685 at 10:30 on Friday, 30 August
Results of the meetings published on SENS on Friday, 30 August
Last date for BCX to send dissenting shareholders notices of the adoption
of the special resolution to adopt the Scheme Offer on Friday, 13 September
Settlement dates should the Scheme become operative
Expected Scheme finalisation date announcement published on SENS on Monday, 16 September
Expected Scheme last day to trade on Friday, 27 September
Expected suspension of listing of “A” Shares at the commencement of
trade on the Exchange on Monday, 30 September
Expected Scheme record date on Friday, 4 October
Expected Scheme operative date on Monday, 7 October
Expected date of payment of the Scheme Offer Price 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 Offer Price on Monday, 7 October
Expected termination of listing of the “A” Shares on the JSE at the
commencement of trade on Tuesday, 8 October
Settlement dates should the Voluntary Offer become operative
Expected Voluntary Offer finalisation date announcement published on
SENS on Monday, 2 September
Expected Voluntary Offer last day to trade on Friday, 13 September
Expected suspension of listing of “A” Shares at the commencement of
trade on the Exchange on Monday, 16 September
Expected Voluntary Offer record date in order for Eligible Shareholders to
make the continuation election and/or exit election in respect of some or
all of their UCS “A” Shares and the date on which forms of election (blue)
must be received by 12:00 on Friday, 20 September
Expected Voluntary Offer operative date on Monday, 23 September
Expected date of payment of the Voluntary Offer Price to be paid
electronically or posted to certificated Eligible Shareholders (if the form of
election (blue) and documents of title are received by the transfer
secretary on or before 12:00 on the Voluntary Offer record date) on Monday, 23 September
Dematerialised Voluntary Offer participants expected to have their
accounts held at their CSDP or broker debited with the Voluntary Offer
shares and credited with the Voluntary Offer Price on Monday, 23 September
Expected termination of listing of the “A” Shares on the JSE at the
commencement of trade on Wednesday, 25 September
Notes:
1. The above dates and times are subject to such change. Any such change will be published on SENS once approved
by the JSE and/or the Takeover Panel, if required.
2. Shareholders should note that, as trade in shares on the JSE is settled through Strate, settlement of trades takes
place five business days after the date of such trades. Therefore, Shareholders who acquire shares on the Exchange
after the last day to trade in shares in order to be recorded in the register on the general meeting record date and the
Scheme general meeting record date will not be entitled to vote at the meetings.
3. Dematerialised Shareholders, other than those with “own-name” registration, must provide their CSDP or broker with
their instructions for voting at the meetings by the cut-off time and date stipulated by their CSDP or broker in terms of
their respective custody agreements.
4. No dematerialisation or re-materialisation of shares may take place from the business day following the Scheme last
day to trade or the Voluntary Offer last day to trade.
5. If the meetings are adjourned or postponed, forms of proxy submitted for the initial Meetings will remain valid in
respect of any adjournment or postponement of the meetings.
6. Shareholders who wish to exercise their appraisal rights are referred to Annexure VI of the Transaction Circular for
purposes of determining the relevant timing for the exercise of their appraisal rights.
4. TRANSACTION CIRCULAR
Full details of the Proposed Transactions have been included in the Transaction Circular posted to
Shareholders on 31 July 2013.
Sandton
1 August 2013
Corporate advisor, transaction sponsor and JSE sponsor: One Capital
Legal advisor: Edward Nathan Sonnenbergs Inc.
Independent reporting Accountant: KPMG Inc.
Independent professional expert: BDO Corporate Finance
Date: 01/08/2013 10:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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