| Wed 16 Feb 2011, 15:55 | | BFS - Blue - Clarification regarding the inter-conditionality provisions |
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BFS
BFS
BFS - Blue - Clarification regarding the inter-conditionality provisions
relating to the proposed Early Conversion transaction
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")
CLARIFICATION REGARDING THE INTER-CONDITIONALITY PROVISIONS RELATING TO THE
PROPOSED EARLY CONVERSION TRANSACTION
1. INTRODUCTION
1.1 Shareholders are referred to the update announcement released on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on
Thursday, 10 February 2011 ("10 February 2011 announcement") wherein Blue
shareholders were advised, inter alia, of the following:
1.1.1 the proposed R50 million Blue BEE Transaction;
1.1.2 the publication of the pro forma financial effects of the
previously announced Early Conversion, RenAsset Conversion,
Pinebridge Specific Issue, together with the pro forma
financial effects of the Blue BEE Transaction; and
1.1.3 the posting of the circular to Blue shareholders dated 10
February 2011 containing details of the Early Conversion,
RenAsset Conversion, Pinebridge Specific Issue and the Blue BEE
Transaction ("Circular") and incorporating a notice of general
meeting convening a shareholder`s meeting to be held at 09h30
on Friday, 25 February 2011 at the registered office of the
Company ("Notice of General Meeting").
1.2 The Early Conversion, RenAsset Conversion, Pinebridge Specific Issue and
the Blue BEE Transaction are collectively referred to in this
announcement as the "Transaction").
2. CLARIFICATION REGARDING THE INTER-CONDITIONALITY PROVISIONS
2.1 Blue shareholders are referred to paragraph 4 of the 10 February 2011
announcement and to paragraph 3.6 of the Circular, and are hereby advised
that, for purposes of approving the various resolutions contained in the
Notice of General Meeting, paragraphs 3.6.1 and 3.6.2 of the Circular
relating to the inter-conditionality of the Transaction are hereby
deleted and replaced with the following new paragraphs:
"3.6.1 Shareholders are advised that the Transaction as a whole is
inter-conditional on the Pinebridge Specific Issue, the
RenAsset Conversion and the Early Conversion being implemented,
and that should the required shareholder approvals not be
obtained for any of the aforementioned conversions, the
Transaction as a whole will not be capable of being implemented
(save for ordinary resolution number 8).
3.6.2 However, should the required shareholder approval not be
obtained for the implementation of the Blue BEE Transaction,
the implementation of the Pinebridge Specific Issue, the
RenAsset Conversion and the Early Conversion may proceed,
provided the required shareholder approvals for these
aforementioned conversions are obtained."
2.2 The reason for such amendment is that, in terms of the Pinebridge
Amendment Agreement, Blue is not permitted to implement either the Early
Conversion or the RenAsset Conversion unless the Pinebridge Specific
Issue is also implemented.
3. CIRCULAR AND NOTICE OF GENERAL MEETING
As advised in the 10 February 2011 announcement, Blue shareholders are
reminded that the Circular which incorporates the Notice of General
Meeting was posted to Blue shareholders on Thursday, 10 February 2011.
Pretoria
16 February 2011
Designated adviser to Blue
Grindrod Bank Limited
Financial adviser to Blue
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
Date: 16/02/2011 15:55:01 Produced by the JSE SENS Department.
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