| Thu 5 May 2011, 10:22 | | UCS - UCS Group Limited - Finalisation announcement regarding the dates and |
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UCS BCX
UCS
UCS - UCS Group Limited - Finalisation announcement regarding the dates and
times of the unbundling pursuant to the transaction between UCS and Business
Connexion Group Limited ("BCG")
UCS Group Limited
Incorporated in the Republic of South Africa
(Registration number 1993/002253/06)
JSE code: UCS ISIN: ZAE000016150
("UCS")
FINALISATION ANNOUNCEMENT REGARDING THE DATES AND TIMES OF THE UNBUNDLING
PURSUANT TO THE TRANSACTION BETWEEN UCS AND BUSINESS CONNEXION GROUP LIMITED
("BCG")
1. INTRODUCTION
UCS shareholders ("Shareholders") are referred to the announcements and the
circular dated 9 March 2011 regarding the disposal by UCS of all the shares
in and claims held by UCS against certain of its subsidiaries to BCG ("the
Disposal") and the proposed distribution in specie of the BCG consideration
shares comprising the ordinary shares and the "A" ordinary shares
(collectively "BCG Shares") received in terms of the Disposal, to
Shareholders by way of an unbundling ("the Unbundling") (collectively "the
Transaction").
2. CONDITIONS PRECEDENT TO THE TRANSACTION
All conditions precedent to the Transaction were fulfilled on 29 April 2011
and the Transaction will become effective on 11 May 2011, being the
business day preceding the last day to trade for the Unbundling.
3. FINAL DATES AND TIMES RELATING TO THE UNBUNDLING
The dates and times relating to the Unbundling are set out below:
2011
Finalisation of the Unbundling entitlement ratios Thursday, 5 May
and the Unbundling dates
First business day immediately preceding the last Wednesday, 11 May
day to trade (effective date of the Transaction)
Last trading day in shares on the JSE Limited Thursday, 12 May
("JSE") in order to participate in the Unbundling
Date on which the unbundled BCG Shares commence Friday, 13 May
trading on the JSE
BCG ordinary shares under JSE code "BCX" and ISIN
code ZAE000054631
BCG "A" ordinary shares under JSE code "BCA" and
ISIN code ZAE000156154
Date on which UCS shares trade "ex" their Friday, 13 May
entitlement to unbundled BCG Shares
Date on which a Shareholder must be recorded in Friday, 20 May
the share register of UCS to participate in the
Unbundling
Date on which the Unbundling occurs Monday, 23 May
Date on which dematerialised Shareholders will Monday, 23 May
have their accounts with their central securities
depository participant ("CSDP") or broker updated
with the unbundled BCG Shares
Date on which share certificates in respect of the Monday, 23 May
unbundled BCG Shares will be posted, by registered
post, at the risk of the certificated Shareholders
concerned, to certificated Shareholders
Note:
The Unbundling of the BCG Shares may be affected by the tax, securities and
other laws of foreign jurisdictions and certain foreign shareholders may
not be entitled to take transfer of unbundled BCG Shares ("Excluded Foreign
Shareholders"). Foreign shareholders must take their own advice on whether
they are entitled to beneficially hold any unbundled BCG Shares and take
appropriate action in accordance with that advice. The unbundled BCG Shares
to which Excluded Foreign Shareholders would be entitled in terms of the
Unbundling will be aggregated and disposed of on the JSE on behalf of and
for the benefit of Excluded Foreign Shareholders as soon as is reasonably
practical after the implementation of the Unbundling at the best price that
can reasonably be obtained at the time.
4. FINAL UNBUNDLING ENTITLEMENT RATIO
Shareholders are advised that the final BCG ordinary share Unbundling
entitlement ratio (based on 101 243 118 BCG ordinary consideration shares
and 295 038 376 UCS ordinary shares in issue on 5 May 2011, is 0.34315 BCG
ordinary shares for every one UCS share held (i.e. 34.315 BCG ordinary
shares for every 100 UCS shares held on the Unbundling record date ("the
Ordinary Share Unbundling Ratio").
The final BCG "A" ordinary share Unbundling entitlement ratio (based on 25
033 334 BCG "A" ordinary consideration shares and 295 038 376 UCS ordinary
shares in issue on 5 May 2011, is 0.08485 BCG "A" ordinary shares for every
one UCS share held (i.e. 8.485 BCG "A" ordinary shares for every 100 UCS
shares held on the Unbundling record date ("the "A" Ordinary Share
Unbundling Ratio").
If the application of the Ordinary Share Unbundling Ratio or the "A"
Ordinary Share Unbundling Ratio results in the BCG 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 a BCG Share, or rounded down to the nearest whole
number if the fraction is less than 0.5 of a BCG Share.
Johannesburg
5 May 2011
Corporate Advisor and Sponsor
One Capital
Attorneys
Glyn Marais
Date: 05/05/2011 10:22:03 Produced by the JSE SENS Department.
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