| Thu 31 Mar 2011, 17:34 | | UCS - UCS Group Limited - Results of General Meeting Remaining Conditions |
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UCS
UCS
UCS - UCS Group Limited - Results of General Meeting, Remaining Conditions
Precedent and Expected Timing of the Unbundling
UCS GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1993/002253/06)
Share code: UCS
ISIN: ZAE000016150
("UCS")
RESULTS OF GENERAL MEETING, REMAINING CONDITIONS PRECEDENT AND EXPECTED TIMING
OF THE UNBUNDLING
1. Introduction
UCS shareholders ("Shareholders") are advised that at the UCS general
meeting held on 31 March 2011, the ordinary and special shareholder
resolutions pertaining to the 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 subsequent
unbundling of the consideration shares received from BCG pursuant to the
Disposal to Shareholders ("the Unbundling") ("the Transaction") were passed
by the requisite majority of Shareholders present or represented by proxy.
The special resolutions have been lodged, for registration, with the
Companies and Intellectual Property Registration Office ("the
Registration").
2. Remaining conditions precedent to the Transaction
Shareholders are referred to the announcement published on the Securities
Exchange News Service on 29 March 2011 and in the press on 30 March 2011
regarding the allotment and issue of 25 033 334 A ordinary shares ("the A
Shares") to UCS at their par value of R0.0059 which increased the
consideration for the Disposal by an amount of R147 696.67.
In terms of an addendum to the sale of shares and claims agreement, entered
into between UCS and BCG on 31 March 2011, a further condition precedent to
the Transaction is that by no later than 29 April 2011 (or such later date
as may be agreed to in writing between UCS and BCG), the A class ordinary
shares in the issued share capital of BCG have been listed on the JSE
Limited ("JSE") and the JSE has provided written confirmation that the A
Shares to be allotted and issued to UCS will be listed on the JSE on the
allotment and issue thereof ("the Additional Condition Precedent").
While unconditional Competition Commission approval for the Transaction has
been obtained, certain conditions precedent, being primarily the Additional
Condition Precedent and the Registration, are still to be fulfilled ("the
Remaining Conditions Precedent").
3. Expected timing of the Unbundling
The Unbundling entitlement ratios and the Unbundling date will be confirmed
on the expected finalisation date which is currently Thursday, 5 May 2011
("the Expected Finalisation Date"). The Expected Finalisation Date is based
on the assumption that the Remaining Conditions Precedent will be fulfilled
on 29 April 2011. The finalisation date will change should the Remaining
Conditions Precedent be fulfilled before or after 29 April 2011.
Johannesburg
31 March 2011
Corporate advisor and sponsor
One Capital
Attorneys
Glyn Marais
Date: 31/03/2011 17:34:01 Produced by the JSE SENS Department.
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