| Wed 9 Mar 2011, 15:52 | | UCS - UCS Group Limited - Posting of circular notice of General Meeting and |
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UCS
UCS
UCS - UCS Group Limited - Posting of circular, notice of General Meeting and
salient dates and times
UCS Group Limited
Incorporated in the Republic of South Africa
(Registration number 1993/0a02253/06)
JSE code: UCS ISIN: ZAE000016150
("UCS" or "the Company")
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND SALIENT DATES AND TIMES
1 INTRODUCTION
UCS shareholders ("Shareholders") are referred to the announcement published on
SENS on 15 December 2010 and in the press on 17 December 2010 regarding the
proposed disposal by UCS of all the shares in and claims held by UCS against
certain of its subsidiaries to Business Connexion Group Limited ("BCG")("the
Disposal") and the proposed distribution in specie of the BCG consideration
shares received in terms of the Disposal to Shareholders by way of an unbundling
("the Unbundling")(collectively "the Transaction").
2 POSTING OF CIRCULAR AND NOTICE OF GENERAL MEETING
The Disposal and the subsequent Unbundling will each result in UCS selling or
distributing the greater part of its assets as contemplated in section 228 of
the Companies Act, No.61 of 1973, as amended ("the Act"), and are therefore,
deemed to be affected transactions in terms of the Securities Regulation Code on
Takeovers and Mergers and the Rules of the Securities Regulation Panel ("the SRP
Code"). The Disposal is a Category 1 transaction in terms of the JSE Limited
Listings Requirements ("Listings Requirements"). The Unbundling will be
implemented by way of a distribution to Shareholders as contemplated in section
90 of the Act and section 5.85 of the Listings Requirements.
A circular, incorporating a notice convening a general meeting ("General
Meeting") to approve the Transaction, was posted to Shareholders today ("the
Circular").
The General Meeting will be held at 15h00 on Thursday, 31 March 2011 at UCS`
registered office being 20th Floor, 209 Smit Street, Braamfontein, Johannesburg
for the purpose of considering and, if deemed fit, passing with or without
modification, the resolutions set out in the notice of General Meeting included
in the Circular.
3 CONDITIONS PRECEDENT
The Transaction is subject to the fulfilment and/or waiver of, inter alia, the
following remaining conditions precedent by no later than the dates set out
below (or such later date/s as UCS and BCG may agree in writing):
* by no later than 29 April 2011, the approval by the requisite majority
Shareholders of the resolutions to be proposed at the General Meeting
to approve the Disposal and Unbundling and any other matters relating
to the Transaction;
* by no later than 29 April 2011, the approval by the requisite majority
of BCG shareholders in general meeting of the acquisition of the
Disposal Entities and any other matters relating to the Transaction;
* by no later than 29 April 2011, the approval by the Competition
Authorities of the Disposal; and
* by no later than 18 March 2011, a written undertaking from UCS`
current BEE shareholder in terms of which they agree not to dispose of
so many BCG shares distributed to them pursuant to the Unbundling, or
written undertakings from Shareholders in terms of which they agree to
sell to BCG so many BCG shares distributed to them pursuant to the
Unbundling, or a combination of the above, as is required in order for
BCG to retain a BEE ownership status of at least 25% plus 1 BCG share
after the Unbundling and until 31 December 2011.
4 SALIENT DATES AND TIMES OF THE TRANSACTION
The salient dates and times relating to the Transaction are set out below:
2011
Circular posted to Shareholders Wednesday, 9 March
Last day to lodge forms of proxy in respect of Tuesday, 29 March
the General Meeting by 15h00 on
General Meeting of Shareholders to be held at Thursday, 31 March
15h00 on
Results of the General Meeting released on Thursday, 31 March
SENS on
Results of the General Meeting published in Friday, 1 April
the press on
Expected provisional Unbundling entitlement Thursday, 5 May
ratio and dates of Unbundling finalised
Expected first business day immediately Thursday, 12 May
preceding the last day to trade
Expected last trading day in shares on the Friday, 13 May
JSE Limited in order to participate in the
Unbundling
Expected date on which the BCG consideration Monday, 16 May
shares commence trading
Expected date on which a Shareholder must be Friday, 20 May
recorded in the share register of UCS to
participate in the Unbundling
Expected date on which the Unbundling occurs Monday, 23 May
Expected date on which dematerialised Monday, 23 May
Shareholders will have their accounts with
their central securities depository
participant or broker updated with the
unbundled BCG shares
Expected date on which share certificates in Monday, 23 May
respect of the unbundled BCG shares will be
posted, by registered post, at the risk of
the certificated Shareholders concerned, to
certificated Shareholders
Notes:
1 These dates and times are subject to change. Any such change will be
published on SENS and in the press. All times referred to in the Circular
are to South African Standard Time. Please note that the dates relating to
the Unbundling as set out above are indicative, based on the assumption
that the last condition precedent to the Transaction will be fulfilled on
29 April 2011. The dates of the Unbundling will change should the last
condition precedent be fulfilled before or after 29 April 2011 (should UCS
and BCG agree to extend the date of a condition precedent in writing).
2 If the General Meeting is adjourned or postponed, forms of proxy must be
received by no later than 48 hours prior to the time of the adjourned or
postponed General Meeting, provided that, for the purpose of calculating
the latest time by which forms of proxy must be received, Saturdays,
Sundays and gazetted public holidays in South Africa will be excluded.
3 Copies of the Circular are available from the Company`s registered office
and the offices of the transfer secretaries, 16th Floor, 11 Diagonal
Street, Johannesburg during normal office hours from Wednesday, 9 March
2011 to Thursday, 31 March 2011, both days inclusive and on UCS` website
www.ucs.co.za.
4 As the salient dates and times are subject to change, they may not be
regarded as consent or dispensation for any time periods which may be
required in terms of the SRP Code where applicable, and any such consents
or dispensations must be specifically applied for, and granted.
Johannesburg
9 March 2011
Corporate Adviser and Sponsor
One Capital
Attorneys
Glyn Marais
Date: 09/03/2011 15:52:01 Produced by the JSE SENS Department.
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