| Tue 30 Nov 2010, 15:36 | | BFS - Blue Financial Services Limited - Further update regarding the status of |
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BFS
BFS
BFS - Blue Financial Services Limited - Further update regarding the status of
the remaining conditions precedent in connection with the recapitalisation of
Blue by Mayibuye and continuation of cautionary announcement
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")
FURTHER UPDATE REGARDING THE STATUS OF THE REMAINING CONDITIONS PRECEDENT IN
CONNECTION WITH THE RECAPITALISATION OF BLUE BY MAYIBUYE AND CONTINUATION OF
CAUTIONARY ANNOUNCEMENT
1 INTRODUCTION
Shareholders are referred to the update announcement released on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on 26
November 2010 in connection with the proposed recapitalisation of the
Company by Mayibuye ("Recapitalisation Transaction") wherein shareholders
were advised, amongst other things, that it was very likely that the last
date on which the Recapitalisation Transaction could be implemented, being
29 November 2010, would need to be extended.
2 EXTENSION OF SUBSCRIPTION DATE
Shareholders are hereby advised that the date in the subscription agreement
concluded between the Company and Mayibuye Group ("Subscription
Agreement"), by which all conditions precedent need to be fulfilled or
waived (as the case may be) has been extended to Friday, 3 December 2010,
with the election at the sole discretion of Mayibuye, to further extend the
date to Friday, 10 December 2010.
3 REMAINING KEY CONDITION
Shareholders are referred to the update announcements released on SENS on
18 November 2010 and 26 November 2010, wherein it was advised that all
parties to the debt rescheduling agreement ("DRA"), entered into between
certain of the Company`s existing lenders ("Existing Lenders"), the
Company, certain of its subsidiaries and Mayibuye, as detailed in the
circular to Blue shareholders dated 7 October 2010 ("Circular"), needed to
enter into an addendum to the DRA in order to approve the terms of the
convertible loan agreement ("RenAsset Agreement") entered into between the
Company and Renaissance Africa Master Fund Limited ("RenAsset"), being one
of the Company`s existing lenders.
Whilst the DRA has technically lapsed with effect from 29 November 2010,
discussions to conclude the addendum to the DRA, referred to above, are at
an advanced stage with the Existing Lenders, with only certain specific
points of clarification that remain outstanding from a limited number of
the Existing Lenders.
4 CONTINUATION OF CAUTIONARY ANNOUNCEMENT
In the 26 November 2010 Update Announcement shareholders were advised to
exercise caution when dealing in their Blue ordinary shares and are advised
to continue to exercise caution until a further announcement is made.
5 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
30 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: 30/11/2010 15:36:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
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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,
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