| Thu 15 Nov 2007, 12:07 | | BLU - Blue Label Telecoms - Refinancing of Blue La |
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BLU
BLU
BLU - Blue Label Telecoms - Refinancing of Blue Label Telecoms Black Economic
Empowerment partner
BLUE LABEL TELECOMS LIMITED
(Previously Friedshelf 776 (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2006/022679/07)
JSE Share code: BLU & ISIN: ZAE000109088
("Blue Label Telecoms" or "the Company")
Refinancing of Blue Label Telecoms Black Economic Empowerment partner
1. Introduction
Blue Label Telecoms shareholders are referred to the pre-listing
statement made available to shareholders on Friday, 26 October 2007.
Paragraph 14 of the pre-listing statement provides information on Blue
Label Telecoms Black Economic Empowerment partner, Nthwese Investment
Holdings Consortium (Proprietary) Limited ("Nthwese"). Nthwese acquired
its original investment in Blue Label Telecoms in two tranches, both of
which were funded by the Public Investment Corporation Limited ("PIC").
2. Refinancing of Blue Label Telecoms interest
Nthwese recently concluded agreements with another third party financier
to refinance its existing funding arrangement with the PIC on more
favourable terms. Pursuant to contractual obligations between the PIC
and Nthwese, the PIC sold its 4.5% interest at a discount to the current
market value to Nthwese, and the majority shareholder of Nthwese, Itje-
Leswika Investment Holdings (Proprietary) Limited, who then on sold
these shares at the implied Private Placing price of R6.75 after taking
account of the terms of the onward sale to the original Blue Label
Investments (Proprietary) Limited ("BLI") shareholders set out below, to
the third party financier or its nominee(s) as part of the financing
arrangement.
A portion of the PIC`s shares sold were subject to pre-emptive rights in
terms of the original Blue Label Investments (Proprietary) Limited
("BLI") shareholders agreement. These pre-emptive rights were waived by
the BLI shareholders in order to accommodate Nthwese in its efforts to
refinance, provided the original BLI shareholders were not prejudiced.
In these circumstances, the third party financier with the consent of
Nthwese, agreed to sell 10 013 334 Blue Label Telecoms shares to the
original BLI shareholders at the same price acquired from the PIC, in
consideration for the waiving of their pre-emptive rights. The
directors of Blue Label Telecoms listed below, were original BLI
shareholders, and, directly or indirectly, acquired Blue Label Telecoms
shares at R5.50 in the following proportion from the third party
financier:
B.M Levy * 4 115 755
M.S Levy* 3 319 300
M.V Pamensky* 409 727
N.N Lazarus 509 660
G.D Harlow 199 866
L.M Nestadt 509 660
* These shares are subject to the same lock-in as described in the pre-
listing statement.
Nthwese was also required to procure the release from the lock-in arrangement
and sell an additional 8 million Blue Label Telecoms shares as part of the re-
financing arrangement to the third party financier or its nominee(s). As
disclosed in the pre-listing statement approval for the release from the lock-
in was obtained from the Blue Label Telecoms board to facilitate the
refinancing arrangements.
Johannesburg,
15 November 2007
Investment bank Sponsor Legal advisor
Investec Corporate Investec Bank Limited Deneys Reitz
Finance
Date: 15/11/2007 12:07:11 Produced by the JSE SENS Department.
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