| Thu 10 Jun 2010, 17:40 | | BFS - Blue - Detailed Cautionary Announcement To Shareholders Of Blue Regarding |
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BFS
BFS
BFS - Blue - Detailed Cautionary Announcement To Shareholders Of Blue Regarding
The Proposed Recapitalisation Of The Company Through The Combination Of Equity
And Debt Funding From Mayibuye
Blue Financial Services Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1996/006595/06)
JSE Share code: BFS
ISIN: ZAE000083655
("Blue" or the "Company")
Mayibuye Group (Proprietary) Limited
(Incorporated in the Republic of South Africa)
(Registration Number: 1998/022424/07)
("Mayibuye")
Detailed cautionary announcement to shareholders of Blue regarding the proposed
recapitalisation of the Company through the combination of equity and debt
funding (the "Recapitalisation") from Mayibuye
1. Introduction
Further to the renewal of cautionary announcement released on the
Securities Exchange News Service of the JSE Limited on 10 May 2010,
shareholders are advised that Blue has entered into a subscription
agreement with Mayibuye (the "Subscription Agreement") in terms of which
Mayibuye will subscribe for ordinary shares in Blue, by way of a specific
issue of shares for cash at an issue price of 13 cents per Blue ordinary
share, for an aggregate subscription consideration of R163 million. In
addition, Mayibuye will provide debt funding on an arm`s length basis to
Blue in the amount of R300 million on commercial terms.
The Recapitalisation is subject to a number of conditions precedent, which
include inter alia securing irrevocable undertakings from the majority of
the Company`s shareholders, agreeing restructuring agreements with the
Company`s current debt funders, obtaining shareholder as well as all
necessary regulatory approvals (as required).
Following the implementation of the Recapitalisation, Mayibuye will become
the majority shareholder in Blue and it is Mayibuye`s intention to
restructure both the board and management of Blue, as well as implement a
turnaround strategy for the Company.
2. Further cautionary announcement
A further announcement setting out the detailed terms and conditions of the
proposed Recapitalisation, including the pro forma financial effects, will
be communicated to shareholders during the week commencing 14 June 2010.
Accordingly, shareholders are advised to continue exercising caution when
dealing in the Company`s securities until a further announcement is made.
Pretoria
10 June 2010
Financial adviser to Blue
NM Rothschild & Sons (South Africa) (Proprietary) Limited
Designated adviser to Blue
Grindrod Bank Limited
Legal adviser to Blue
Garlicke & Bousfield Inc
Financial adviser to Mayibuye
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Legal adviser to Mayibuye
Cliffe Dekker Hofmeyr Inc
Date: 10/06/2010 17:40:01 Produced by the JSE SENS Department.
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