| Tue 29 Mar 2011, 14:01 | | UCS - UCS Group Limited - Clarification announcement regarding the proposed |
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UCS
UCS
UCS - UCS Group Limited - Clarification announcement regarding the proposed
disposal by UCS
UCS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002253/06)
Share code: UCS
ISIN: ZAE000016150
("UCS")
CLARIFICATION ANNOUNCEMENT 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")
1. Introduction
UCS shareholders ("Shareholders") are referred to the circular dated 9
March 2011 ("the Circular") and the announcement issued by BCG today ("the
BCG Announcement") regarding the conclusion of an agreement, as amended,
between UCS and BCG ("the Agreement"). In terms of the Agreement, UCS will,
subject to the fulfillment or waiver of certain conditions precedent,
dispose of its shares in and claims against certain of its subsidiaries to
BCG ("the Disposal") and subsequently unbundle the consideration shares
received from BCG pursuant to the Disposal to Shareholders ("the
Unbundling") ("the Transaction").
A meeting of Shareholders will take place at 15h00 on Thursday, 31 March
2011, to consider and adopt the necessary shareholder resolutions to give
effect to the Transaction.
2. Clarification regarding the Disposal consideration
A portion of the purchase consideration for the Disposal will be discharged
through the allotment and issue of 101 243 118 ordinary shares in BCG
("Minimum Consideration Shares") at R5.77 per share. The Agreement provides
that such number of BCG shares shall not constitute less than 25% of the
entire issued share capital of BCG, plus one BCG share on the closing date
of the Disposal ("the UCS Minimum Shareholding"). In order to ensure that
the UCS Minimum Shareholding is achieved as contemplated in the Agreement,
BCG will, in addition to the Minimum Consideration Shares, allot and issue
25 033 334 "A" ordinary shares to UCS at their par value of R0.0059 ("the A
Shares"). This issue increases the consideration for the Disposal by an
amount of R147 696.67, being the par value of the A Shares.
The issue of the A Shares is subject to BCG receiving approval from the JSE
Limited to list the A Shares.
Shareholders are referred to the BCG Announcement and the Investor
Relations section of the BCG website (www.bcx.co.za) to obtain further
details of the terms and conditions attaching to the A shares.
3. The provisional A Share Unbundling entitlement ratio
It is intended that the A Shares will be unbundled to Shareholders together
with the Minimum Consideration Shares. The provisional A Share Unbundling
entitlement ratio (based on the number of A Shares, 288 422 658 UCS shares
in issue and 8 590 170 outstanding unexercised options in respect of UCS
share schemes, respectively) is 0.08428 A Shares for every one UCS share
held (i.e. 8.428 A shares for every 100 UCS shares held on the Unbundling
record date) ("the A Provisional Ratio"). If the application of the A
Provisional Ratio results in the aggregate of A Shares to be distributed to
Shareholders not being a whole number, the relevant fraction will be
rounded up to the nearest whole number if the fraction is equal to or
greater than 0.5 of an A Share, or rounded down to the nearest whole number
if the fraction is less than 0.5 of an A share.
The A Provisional Ratio will be adjusted, if required, to take into account
the actual number of A Shares and UCS shares in issue on the expected
finalisation date (which expected date is based on the assumption that the
last condition precedent relating to the Transaction will be fulfilled on
29 April 2011), being Thursday, 5 May 2011 ("the Finalisation Date") and
shall be confirmed to Shareholders on the Finalisation Date.
4. Effect of the receipt of the A Shares on the information set out in the
Circular
The effect of the receipt of the A Shares on the information set out in the
Circular is positive for UCS shareholders, but not material. The
recommendation of the board of directors of UCS to Shareholders to vote in
favour of the Transaction, as set out in the Circular, therefore remains
unchanged.
Johannesburg
29 March 2011
Corporate advisor and sponsor
One Capital
Attorneys
Glyn Marais
Date: 29/03/2011 14:01:02 Produced by the JSE SENS Department.
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