| Thu 18 Nov 2010, 15:36 | | BFS - Blue Financial Services Limited - Update regarding the status of the |
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BFS
BFS
BFS - Blue Financial Services Limited - Update regarding the status of the
remaining conditions precedent in connection with the recapitalisation of Blue
by 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")
UPDATE REGARDING THE STATUS OF THE REMAINING CONDITIONS PRECEDENT IN CONNECTION
WITH THE RECAPITALISATION OF BLUE BY MAYIBUYE
1. INTRODUCTION
Shareholders are referred to the announcement released on the Securities
Exchange News Service ("SENS") of the JSE Limited ("JSE") on 29 October
2010 in connection with the proposed recapitalisation of the Company by
Mayibuye ("Recapitalisation Transaction") wherein shareholders were advised
that at a duly constituted meeting of shareholders held on Friday 29
October 2010 ("General Meeting") all resolutions required to approve the
Recapitalisation Transaction were passed by the requisite majority of the
votes of shareholders present in person or represented by proxy.
The Recapitalisation Transaction is subject to the fulfilment or waiver (as
the case may be) of certain remaining key conditions precedent.
2. FULLFILLMENT OF KEY CONDITIONS PRECEDENT
Shareholders are hereby advised that the following key conditions precedent
have been fulfilled, namely:
- the Registrar of Companies has registered all special resolutions passed at
the General Meeting;
- the Securities Regulation Panel on Takeovers and Mergers ("SRP") has waived
the requirement for Mayibuye to make a mandatory offer in terms of Rule 8.7
of the Securities Regulation Code on Takeovers and Mergers and Rules of the
SRP;
- the JSE has recognised the results of the General Meeting; and
- Renaissance Africa Master Fund Limited ("RenAsset"), being one of the
Company`s existing lenders, has entered into a convertible loan agreement
("RenAsset Agreement") with the Company in terms of which RenAsset will
have the right, subject to the fulfillment of certain suspensive conditions
(including obtaining the approval of the shareholders of the Company), to
convert the outstanding debt owed to it by the Company into shares in the
Company from time to time but in any event prior to the third anniversary
of the signature date of the RenAsset Agreement, and in respect of any
remaining portion of such outstanding debt then owed to it by the Company,
RenAsset shall be treated on the same terms as the unsecured lenders who
are party to the debt rescheduling agreement entered into between certain
of the Company`s existing lenders, the Company (and certain of its
subsidiaries) and Mayibuye, as detailed in the circular to Blue
shareholders dated 7 October 2010 ("DRA").
3. REMAINING KEY CONDITIONS
- the Company has obtained unconditional interim authorisation from the
technical committee of the board of commissioners of the Zambian
competition authority to implement the Recapitalisation Transaction,
pending the Zambian competition authority`s final approval of the
Recapitalisation Transaction; and
- all parties to the DRA approve the terms of the RenAsset Agreement, and
enter into an addendum to the DRA to that effect.
4. UPDATE ANNOUNCEMENT TO SHAREHOLDERS
A further announcement to Blue shareholders will be made in due course on
SENS, advising shareholders of the fulfilment or waiver (as the case may
be) of the remaining conditions to the Recapitalisation Transaction.
Pretoria
18 November 2010
Financial adviser to Blue
NM Rothschild & Sons (South Africa) (Proprietary) Limited
Designated adviser to Blue
Grindrod Bank Limited
Financial adviser to Mayibuye
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Legal adviser to Mayibuye
Cliffe Dekker Hofmeyr Inc
Date: 18/11/2010 15:36:19 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
