| Tue 29 Mar 2011, 14:00 | | BCX - Business Connexion Group Limited - Further announcement regarding the |
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BCX
BCX
BCX - Business Connexion Group Limited - Further announcement regarding the
proposed acquisition by BCX
Business Connexion Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
Share code: BCX
ISIN: ZAE000054631
("BCX")
FURTHER ANNOUNCEMENT REGARDING THE PROPOSED ACQUISITION BY BCX OF SHARES AND
CLAIMS IN CERTAIN UNDERLYING SUBSIDIARIES OF UCS GROUP LIMITED ("UCS")
("Target Assets") FROM UCS
1. Introduction
BCX shareholders are referred to the circular dated 9 March 2011 ("Circular")
regarding the proposed acquisition by BCX of the Target Assets from UCS
("Acquisition").
Shareholders will recall that in September 2010, BCX effected an "A" ordinary
share issue in terms of which "A" ordinary shares with a par value of R0.0059
each (""A" ordinary shares") were allotted and issued to certain black
economic empowerment participants.
The resolutions set out in the notice attached to the Circular provide for,
inter alia, approval for the allotment and issue by BCX of 101 243 118
ordinary shares to UCS as consideration for the Target Assets. These ordinary
shares will, on the issue thereof, constitute 25% of the entire issued
ordinary share capital (excluding the "A" ordinary share capital) of BCX plus
1 ordinary share.
UCS` circular to its shareholders dated 9 March 2011 and the sale of shares
and claims agreement concluded between BCX and UCS on 14 December 2010 ("Sale
Agreement") describe the consideration payable for the Target Assets as such
number of shares in the issued share capital of BCX as will, on the issue
thereof, constitute 25% of the entire issued share capital (including the "A"
ordinary share capital) of BCX plus 1 share.
Therefore, the definition of UCS` Minimum Shareholding in the Circular
differs from the definition of UCS` Minimum Shareholding in the Sale
Agreement.
2. The Acquisition consideration
In order to achieve the UCS` Minimum Shareholding in accordance with the
provisions of the Sale Agreement, BCX has agreed, in addition to the 101 243
118 ordinary shares, to allot and issue 25 033 334 "A" ordinary shares to
UCS. The 101 243 118 ordinary shares will be allotted and issued at R5.77
per share and the 25 033 334 "A" ordinary shares will be allotted and issued
at their par value of R0.0059. This increases the purchase consideration by
R147 696.67, being the par value of such "A" ordinary shares.
Ordinary resolution number 3, set out in the notice attached to the Circular
provides for the approval by BCX shareholders of the allotment and issue by
BCX of 101 243 118 ordinary shares to UCS. Ordinary resolution number 4
provides for the approval by BCX shareholders of the allotment and issue of
such number of ordinary shares in the issued share capital of BCX so as to
ensure that the aggregate number of consideration shares issued to UCS
constitute not less than the UCS` Minimum Shareholding.
BCX Shareholders are advised that, by passing the resolutions set out in the
notice to the Circular and, in particular, ordinary resolution number 2
(approval for the acquisition of the Target Assets) and ordinary resolution
number 4 (approval to ensure that UCS` Minimum Shareholding is achieved),
they will be authorising the board of directors of BCX to implement the
acquisition of the Target Assets and to allot and issue both the 101 243 118
ordinary shares and the 25 033 334 "A" ordinary shares to UCS in accordance
with the provisions of Sale Agreement.
BCX shareholders are accordingly further advised that, if the resolutions set
out in the notice attached to the Circular are passed by the requisite
majorities, the acquisition of the Target Assets will have been approved in
accordance with the Listings Requirements of the JSE Limited ("JSE").
The JSE will not approve the allotment and issue of the 25 033 334 "A"
ordinary shares to UCS unless all of the "A" ordinary shares in the issued
share capital of BCX are listed. The JSE has agreed to list the "A" ordinary
shares in the issued share capital of BCX for a period of 3 months, subject
to the receipt of an application from BCX and full compliance with the JSE
Listings Requirements.
It is envisaged that both the ordinary and the "A" ordinary shares allotted
and issued to UCS will be unbundled by UCS to its shareholders ("UCS
Unbundling"). Following the UCS Unbundling and in order to remedy the
situation of the dilution to the BEE ownership status of BCX, BCX intends to
repurchase as many of the 25 033 334 "A" ordinary shares as possible.
3. FINANCIAL EFFECTS
As set out above, BCX intends to repurchase as many of the 25 033 334 "A"
ordinary shares as possible and accordingly the allotment and issue of the
25 033 334 "A" ordinary shares will not have a significant impact on the
financial effects set out in the circular sent to shareholders dated 9 March
2011.
4. BOARD RECOMMENDATION
The board of directors of BCX is of the view that the impact of the increase
in the purchase consideration for the Target Assets is negligible and
accordingly still recommends that BCX shareholders vote in favour of the
acquisition of the Target Assets. It should also be noted that the black
economic empowerment lock-in provisions relating to the current "A" ordinary
shares in issue, approved by shareholders on 8 September 2010, remain
unchanged.
5. TERMS AND CONDITIONS ATTACHING TO THE "A" ORDINARY SHARES IN THE COMPANY
EXTRACT FROM ARTICLES: A SHARE RIGHTS
147. In these articles 147 to 175 the following terms shall bear the
following meanings:
147.1 ""A" Share" means a class "A" ordinary share of R0.0059 (point zero
zero five nine rand) in the share capital of the Company, bearing
the rights and privileges set out in articles 147 to 175;
147.2 "BCG Management "A" Share Trust" means the trustees for the time
being of the BCG Management "A" Share Trust, a trust to be
established in accordance with the laws of the Republic of South
Africa;
147.3 "Call Rate" means the publicly quoted basic rate of interest,
compounded monthly in arrears and calculated on a 365-day year
irrespective of whether or not the year is a leap year, from time
to time quoted by Investec Bank Limited failing which Standard Bank
Limited, failing which ABSA Bank Limited, failing which FirstRand
Bank Limited, failing which Nedbank Limited, to its most favoured
corporate customers as being its overnight call deposit rate, as
certified by any representative of that bank whose appointment and
designation it shall not be necessary to prove;
147.4 "Effective Date" means 31 August 2010;
147.5 "Option" means the share options which were issued by BCG to
certain beneficiaries of the BCG Management "A" Share Trust prior
to the Effective Date in terms of the Executive Share Option Plan
dated 12 May 2009;
147.6 "Option Value" means the value of an Option, calculated as at 11
June 2010, being the value indicated alongside the relevant share
option holders name in the register of beneficiaries of the BCG
Management "A" Share Trust. For the sake of clarity, the Option
Value in respect of all "A" Share holders other than the BCG
Management "A" Share Trust will be 0 (zero);
147.7 "Notional Amount" means R5.78 (five rand and seventy eight cent)
per "A" Share, being the volume weighted average traded price per
Ordinary Share for the 30 (thirty) days on which trading took place
through the usual trading systems of the JSE prior to 11 June 2010;
147.8 "Notional Dividend" means, in respect of each declaration of
dividends or other form of distribution to the holders of its
Ordinary Shares by the Company, a notional amount per "A" Share
equal to the dividend declared or distribution made in respect of
each ordinary share, subject to articles 155.2 and 156 below;
147.9 "Notional Outstandings" means the notional outstandings per "A"
Share on any given date, calculated by the Company in accordance
with the following formula:
NO = NA - ND - OV
where
NO = the Notional Outstandings as at the date of calculation;
NA = the Notional Amount as increased and accumulated, from the
Effective Date, at the Notional
Rate;
ND = the aggregate Notional Dividend calculated from the Effective
Date, with each Notional Dividend
being increased (from the date of payment of the dividend
giving rise to that Notional Dividend)
at the Notional Rate;
OV = the Option Value, as increased and accumulated, from the
Effective Date at the Call Rate;
147.10 "Notional Rate" means a rate equal to 80% (eighty percent) of the
Prime Rate from time to time;
147.11 "Ordinary Shares" means ordinary shares having a par value of
R0.0059 (point zero zero five nine rand) each in the share capital of
the Company;
147.12 "Participation Date" means the date upon which:
147.12.1 the Notional Outstandings of the "A" Shares equal zero; or
147.12.2 the Unwind Buy-Back has been implemented, whichever occurs earliest
in time;
147.13 "Prime Rate" means the publicly quoted basic rate of interest, per
centum per annum calculated on a 365 (three hundred and sixty five) day
year (regardless of whether it is a leap year), from time to time
published by Investec Bank Limited failing which Standard Bank Limited,
failing which Absa Bank Limited, failing which FirstRand Bank Limited,
failing which Nedbank Limited, as being its prime overdraft rate and
certified by any manager of that bank, whose appointment and designation
need not be proved;
147.14 "Subscription Date" means the date on which the "A" Shares are
issued to the relevant holder thereof;
147.15 "Unwind Buy-Back" means the buy-back of "A" Shares at the option of
certain majority A Share holders or the Company, as described in article
159.
148. Each "A" Share shall rank pari passu with the Ordinary Shares in all
respects, save as specifically provided otherwise in the remainder
articles 148 to 175 below.
149. Each "A" Share shall, on the basis of the provisions set out in section
195(4)(b) of the Companies Act, 1973, entitle the holder thereof to that
proportion of the total votes in the Company which the aggregate amount
of the nominal value of the "A" Shares bears to the aggregate amount of
the nominal value of all shares issued by the Company, and in casting
such votes, the "A" Shares shall rank pari passu with the Ordinary
Shares, save as specifically stated otherwise in article 151 and
articles 168 to 175 below.
150. Upon liquidation of the Company, each "A" Share shall participate pari
passu with the Ordinary Shares in any liquidation dividend, provided
that in calculating the liquidation dividend payable in respect of "A"
Shares and Ordinary Shares, the liquidation dividend payable in respect
of each "A" Share shall be reduced by its Notional Outstandings as at
the date of liquidation.
151. An "A" Share shall not entitle the holder thereof to any dividends or
distributions in whatever form, in cash or in specie (save as
contemplated in article 155.1 below) until the Participation Date. With
effect from the Participation Date, all "A" Shares (including any un-
issued "A" Shares in the authorised share capital) automatically and
without any further action rank pari passu with the Ordinary Shares in
all respects, including in respect of participating in dividends.
152. The Company shall calculate the Notional Outstandings in respect of the
"A" Shares after every declaration of dividends. The Company shall
provide each "A" Share holder with a written record of each calculation
performed within 15 (fifteen) days of the declaration of each dividend
or distribution (as the case may be).
153. The "A" Shares are subject to certain options and restrictions, as set
out in articles 159 to 175 below.
154. The Ordinary Share capital of the Company shall not be sub-divided or
consolidated unless the "A" Share capital is sub-divided or consolidated
on the same basis, to give effect to the intention of article 148 above.
If the "A" Share capital is sub-divided or consolidated, the Notional
Outstandings on the "A" Share capital shall be divided or consolidated
on the same basis.
155. Up until the Participation Date, if the Company makes a distribution to
the holders of Ordinary Shares by implementing a general buy-back of
Ordinary Shares:
155.1 the Company shall also repurchase a proportionate number of "A"
Shares from each holder at R0.0059 (point zero zero five nine rand)
per "A" Share; and
155.2 the buy-back consideration paid per Ordinary Share, multiplied by
the number of "A" Shares repurchased from a holder in terms of
article 155.1 above, shall constitute the aggregate Notional
Dividend to be deducted in aggregate from the Notional Outstandings
on all the "A" Shares retained by such holder.
156. Up until the Participation Date, if the Company makes a distribution in
specie (other than capitalisation shares) to the holders of its Ordinary
Shares, the value so distributed per Ordinary Share, as certified by the
board in writing at the relevant time, shall constitute the Notional
Dividend per "A" Share.
157. If the Company declares a scrip dividend by issuing capitalisation
shares to the holders of its Ordinary Shares, and regardless of whether
the holder of its Ordinary Shares are offered the option to receive cash
instead of scrip, the Company shall:
157.1 at the same time that capitalisation shares are issued to the
holders of its Ordinary Shares, issue and allot a proportionate
number of new "A" Shares to the "A" Share holders as fully paid up
shares (so that for illustrative purposes if the issued ordinary
share capital is increased by 10% (ten percent) the issued "A"
Share capital shall also be increased by 10% (ten percent)); and
157.2 the Notional Outstandings per issued "A" Share shall be adjusted by
dividing the aggregate Notional Outstandings on all the "A" Shares
before the issue of the additional "A" Shares in terms of article
157.1 above by the total number of "A" Shares in issue after such
issue.
158. If the Company makes a rights offer, such rights offer shall be made on
the same terms and conditions to all holders of "A" Shares to allow them
to subscribe for Ordinary Shares.
EXTRACT FROM ARTICLES: CALL OPTIONS
Unwind Buy-back
159. If the Notional Outstandings in respect of the "A" Shares are not equal
to zero on the 5th (fifth) anniversary of the Effective Date, then any
"A" Share holder (or "A" Share holders collectively) that beneficially
owns (or beneficially own amongst them) 20% (twenty percent) or more of
the "A" Shares in issue, shall be entitled at any time after such 5th
(fifth) anniversary, to demand that the Company implement the Unwind Buy-
back by delivering a written notice to that effect ("Buy-back Notice")
to the Company. Within 10 (ten) days after the date on which the
regulatory approvals referred to in article 168 have been obtained, the
Company shall be obliged to implement the Unwind Buy-back by
repurchasing from each "A" Share holder at a price of R0.0059 (point
zero zero five nine rand) per "A" Share, such number of "A" Shares as is
calculated in terms of the formula:
NO
N = x A
FM
Where
:
N = the number of "A" Shares that the Company is entitled and obliged to
repurchase from each "A" Share
holder to effect the Unwind Buy-Back;
NO = the Notional Outstandings per "A" Share as at the date upon which the
relevant "A" Shares are
repurchased pursuant to the Unwind Buy-back;
FM = the volume weighted average trading price per Ordinary Share on the JSE
during the 30 (thirty) trading
day period immediately preceding the date upon which the Buy-back Notice
was delivered to the
Company (or to the "A" Share holders, if the Unwind Buy-back is invoked
by the Company in terms
of article 160 below), or, if the Company is no longer listed on the JSE
on the date on which FM must
be determined, the fair market value per Ordinary Share as determined in
accordance with article 175
below;
A = the number of "A" Shares held and beneficially owned by that holder on
the date of implementation
of the Unwind Buy-back.
160. If the Participation Date has not occurred by the 6th (sixth)
anniversary of the Effective Date, then the Company shall be entitled to
invoke the Unwind Buy-back at any time by delivering a written notice to
that effect ("Buy-back Notice") to all the holders of "A" Shares. Within
10 (ten) days after the date on which the regulatory approvals referred
to in article 168 have been obtained, the Company shall implement the
Unwind Buy-back by repurchasing from each holder at a price of R0.0059
(point zero zero five nine rand) per "A" Share, such number of "A"
Shares as is calculated in terms of the formula in article 159 above.
161. It is recorded, for the avoidance of doubt, that:
161.1 after the implementation of the Unwind Buy-back (whether in terms
of article 159 or 160 above), the Participation Date shall have
occurred and the "A" Shares in issue shall rank pari passu with the
Ordinary Shares in all respects, as contemplated in article 151
above;
161.2 if the Unwind Buy-back is triggered in terms of article 159 or 160
above, the Unwind Buy-back shall be implemented simultaneously in
respect of all "A" Share holders (so that the Participation Date of
all "A" Shares occur on the same date);
161.3 if the Notional Outstandings in respect of the "A" Shares are equal
to zero at any time before the Unwind Buy-back has been
implemented, the rights and obligations contemplated in article 159
and 160 above shall no longer be applicable, and the Participation
Date shall have occurred on the date on which such Notional
Outstandings equalled zero.
162. If, at the time when the Unwind Buy-back is implemented, the Company is
unable to pay the repurchase consideration (being R0.0059 (point zero
zero five nine rand) per "A" Share) as a result of any liquidity and
solvency requirement in the Companies Act, 1973, the Companies Act,
2008, and/or any other applicable or similar prohibition on payments or
distributions to shareholders contained in any law, the date for the
implementation of the Unwind Buy-Back shall be deferred until the date
upon which the Company has sufficient liquidity and solvency to validly
and lawfully make such payment, but the "A" share holder shall not be
entitled to vote the "A" Shares in any manner whatsoever from the date
on which the Company first sought to implement the Unwind Buy-back,
provided that such period shall not exceed 90 (ninety) days. Upon the
expiry of such 90 (ninety) day period, the "A" Share holder shall become
entitled to vote its "A" Shares until such time as the Company is able
to implement the Unwind Buy-back.
Breach Call Option
163. For the purposes of articles 163 to 167, the following terms shall have
the following defined meanings:
163.1 "BEE Principle" means any contractual term referred to as a "BEE
Principle" in the Subscription Agreement;
163.2 "Lock-in Period" means the "Lock-in Period" as defined in the
Subscription Agreement;
163.3 "Subscription Agreement" means the subscription agreement in terms
of which a person subscribed for "A" Shares.
164. If a subscriber of "A" Shares is in breach of a BEE Principle during the
Lock-in Period, or any other material term (being a term going to the
root of the contract, including specifically but without limitation any
breach of a restraint or pre-emptive right provision) in the
Subscription Agreement, and fails to remedy such breach within 30
(thirty) days of receipt of a written remedy request from the Company,
or if an "A" Share holder is liquidated or placed under judicial
management, whether provisionally or finally, or commits an act which
would constitute an act of insolvency in terms of the applicable act, or
compromises with its creditors generally, or attempts to do so then the
Company shall, without prejudice to any other rights that it may have in
law, have the right and option ("Breach Call Option") to repurchase all
the "A" Shares issued to such "A" Share holder from the "A" Share holder
(or any third party to whom the "A" Shares may have been transferred
before or after the breach occurred), and the relevant "A" Share holder
or third party shall be obliged to sell all such "A" Shares, at a price
of R0.0059 (point zero zero five nine rand) per "A" Share, for a period
of 180 (one hundred and eighty) days following the date upon which the
30 (thirty) day period referred to above has expired ("Option Period").
165. The Company shall be entitled to exercise the Breach Call Option by
delivering a written notice to that effect ("Call Option Exercise
Notice") to the relevant holder within the Option Period, failing which
the Breach Call Option in respect of that holder shall lapse and no
longer be capable of exercise. The implementation of the Breach Call
Option shall be subject to the Company obtaining the regulatory
approvals referred to in article168.
166. If, at the time when the Breach Call Option is exercised, the Company is
unable to pay the repurchase consideration (being R0.0059 (point zero
zero five nine rand) per "A" Share) as a result of any liquidity and
solvency requirement in the Companies Act, 1973, the Companies Act,
2008, and/or any other applicable or similar prohibition on payments or
distributions to shareholders contained in any law, the date for the
implementation of the Breach Call Option shall be deferred until the
date upon which the Company has sufficient liquidity and solvency to
validly and lawfully make such payment, but the "A" Share holder shall
not be entitled to vote the "A" Shares in any manner whatsoever from the
date on which the Company first sought to implement the Breach Call
Option, provided that such period shall not exceed 90 (ninety) days.
Upon the expiry of such 90 (ninety) day period, the "A" Share holder
shall become entitled to vote its "A" Shares until such time as the
Company is able to implement the Breach Call Option.
167. The Company shall be entitled to cede its rights and delegate its
obligations arising from the Breach Call Option to any other person that
it deems fit.
Regulatory Approvals
168. The exercise of the Unwind Buy-back, the Breach Call Option and the
Affected Transaction Call Option, and the repurchase of the "A" Shares
which arises as a result of the exercise thereof, will be subject to the
condition precedent that all approvals required by law or regulation to
give effect thereto or to the implementation of the transaction
contemplated thereby, are obtained, including but not limited to all
resolutions of the shareholders and directors of the Company being
passed in order to give effect to the repurchase of the "A" Shares.
The Company and the "A" Share holders shall do all things, perform all
such actions and take all such steps and to procure the doing of all
such things, the performance of all such actions and the taking of all
such steps as may be open to them and necessary for or incidental to
expediting any regulatory approval process.
Affected Transactions and The Affected Transaction Call Option
169. For the purposes of articles 169 to 174, the following terms shall have
the following defined meanings:
169.1 ""A" Share Fair Market Value" means the Offer Price minus the
Notional Outstandings per "A" Share calculated as at the
implementation date of the Affected Transaction;
169.2 "Affected Transaction" means an affected transaction as defined and
contemplated in section 440A(1) of the Companies Act, 1973 and any
similar or replacing provision contained in the Companies Act,
2008;
169.3 "Offeror" means the third party making the offer under an Affected
Transaction;
169.4 "Offer Price" means the price per Ordinary Share offered to the
holders of the Ordinary Shares, payable in cash or in specie.
170. If an Offeror proposes to acquire all the issued share capital of the
Company in terms of an Affected Transaction before the Participation
Date for cash, and
170.1 the board of directors have been advised by an independent expert
that the offer is fair and reasonable and have recommended to
shareholders that they accept the offer; and
170.2 the Affected Transaction will be implemented before the
Participation Date, then the date on which the Affected Transaction
is implemented shall be deemed to be the Participation Date, and
each holder of "A" Shares shall be obliged (and therefore shall be
obliged to vote in favour of any shareholders` resolutions and/or
schemes of arrangement, if applicable) to sell, subject to the
fulfilment of all other conditions precedent to the Affected
Transaction, its "A" Shares to the Offeror on mutatis mutandis the
same terms as the terms on which the Ordinary Shares are disposed
of, save that the price per "A" Share shall be equal to "A" Share
Fair Market Value.
171. If the Offeror proposes to acquire the entire share capital in the
Company in return for ordinary shares in the Offeror, then the
proportion of ordinary shares in the Offeror to be issued to the holders
of "A" Shares shall be determined with reference to the proportion that
the "A" Share Fair Market Value bears to the Offer Price. If the Offeror
proposes to acquire the "A" Shares in return for a separate class of
ordinary share in the Offeror which has substantially the same terms as
the "A" Shares, then each "A" Share shall be exchanged for such separate
class of share, provided that the "A" Share holders shall be placed in
substantially the same or a better position (as shareholders of the
Offeror) as they would have been in if they remained "A" Share holders
in the Company (so that, for the avoidance of doubt, the special class
of share in the Offeror may be subject to the remainder of the Lock-in
Period, unwind provisions similar to those contemplated in these
articles, BEE Principles in place at the time of the Affected
Transaction, and so forth).
172. If the Offeror proposes to acquire the entire share capital in the
Company in return for ordinary shares in the Offeror or for cash, to be
determined at the discretion of the shareholders of the Company, the
board of directors of the Company shall, in their sole discretion,
determine whether and in what proportions the holders of the "A" Shares
should sell their "A" Shares in exchange for shares or cash.
173. If an Offeror proposes to acquire the issued share capital of the
Company in terms of an Affected Transaction that will be implemented
before or within 7 (seven) days after the Participation Date and the
board of directors have been advised by an independent expert that the
offer is fair and reasonable and have recommended to shareholders that
they accept the offer, then the Company shall have the right and option
("Affected Transaction Call Option"):
173.1 to repurchase all the "A" Shares from the "A" Share holders
immediately before the date of implementation of the Affected
Transaction, and the relevant holders shall be obliged to sell all such
"A" Shares to the Company, at the "A" Share Fair Market Value, once all
other relevant suspensive conditions to the Affected Transaction have
been fulfilled. The Company shall only be entitled to exercise the
Affected Transaction Call Option if the board of directors of the
Company is reasonably satisfied that the Company will, in paying the "A"
Share Fair Market Value to the holders, comply with all applicable
liquidity and solvency requirements contained in the Companies Act, 1973
and/or the Companies Act, 2008 (whichever is applicable at the time).
The implementation of the Affected Transaction Call Option shall be
subject to the Company obtaining the regulatory approvals referred to in
article 168; or, alternatively
173.2 to accelerate the Participation Date and invoke the Unwind Buy-back
by repurchasing from each holder of "A" Shares, on the date
immediately before the implementation of the Affected Transaction
(and only after all other suspensive conditions to the Affected
Transaction have been fulfilled) the number of "A" Shares
contemplated in the formula in article 169 above, provided that, in
applying such formula, the variable "FM" shall be equal to the
Offer Price.
174. Notwithstanding anything to the contrary contained or implied in these
articles, an "A" Share holder shall be obliged to vote for or against
any Affected Transaction (whether voting is required at a shareholders`
meeting, scheme of arrangement or otherwise) in accordance with the
directions of the board.
Delisting:
175. If, at any time after the Participation Date, the Ordinary Shares of the
Company are no longer listed on the JSE, then the Company shall have the
right and option, until the first anniversary of the Participation Date
or the first anniversary of the delisting of the Company (as the case
may be), to repurchase all the "A" Shares from all the "A" Share holders
simultaneously at fair market value as at the date of the repurchase.
Fair market value for the purposes of this article 175 shall be
determined by an independent merchant bank or firm of auditors, as
agreed between the Company and the holders of at least 20% (twenty
percent) of the "A" Shares at the time of the valuation, and failing
such agreement, as nominated and appointed by the chairman of the South
African Institute of Chartered Accountants (such independent experts
acting as experts and not as arbitrators, and their decision shall be
final and binding on the Company and the "A" Share holders), provided
that in so determining the fair market value the independent merchant
bank or firm of auditors shall not take into account the fact that the
relevant "A" Shares may be a minority holding.
Midrand
29 March 2011
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 29/03/2011 14:00:04 Produced by the JSE SENS Department.
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