| Mon 1 Aug 2011, 17:32 | | BCX/BCA - Business Connexion Group Limited - Posting of circular relating to a |
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BCX BCA
BCX
BCX/BCA - Business Connexion Group Limited - Posting of circular relating to a
scheme of arrangement, including salient dates and times
Business Connexion Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
(Ordinary Share Code: BCX) (ISIN: ZAE000054631)
("A" Share Code: BCA) (ISIN: ZAE000156154)
("BCX" or "the Company")
POSTING OF CIRCULAR RELATING TO A SCHEME OF ARRANGEMENT, AN ALTERNATIVE OFFER,
THE REPURCHASE AND THE DELISTING OF THE "A" SHARES IN THE SHARE CAPITAL OF BCX
("THE TRANSACTION") INCLUDING SALIENT DATES AND TIMES
Holders of "A" shares ("BCX "A" Shares") in the share capital of BCX ("BCX "A"
Shareholders") and holders of ordinary shares ("BCX Ordinary Shares") in the
share capital of BCX ("BCX Ordinary Shareholders") ("Shareholders") are referred
to the announcement released on SENS on Thursday, 21 July 2011 and published in
the press on Friday, 22 July 2011 regarding the Transaction, in terms of which
inter alia, Shareholders were advised that a circular to Shareholders would be
posted to Shareholders on or about 1 August 2011.
Shareholders are advised that the circular was posted today, 1 August 2011,
including notices of the following meetings to be held on 30 August 2011 at the
registered office of BCX, in the Fundi Auditorium, Business Connexion Park
North, Block Q, 789 Sixteenth Road, Randjespark, Midrand, 1685, where approval
will be sought in line with the resolutions set out in such notices:
1) A general meeting of Shareholders ("General Meeting";
2) A class meeting of excluded shareholders, which BCX "A" Shareholders hold the
75,100,000 BCX "A" shares that were issued as part of the BCX Black Economic
Empowerment transaction ("Excluded Shares") ("Excluded Shareholders Class
Meeting";
3) A class meeting of BCX Ordinary Shareholders ("Ordinary Shareholders Class
Meeting");
4) A class meeting of offeree shareholders, which BCX "A" Shareholders hold all
issued BCX "A" Shares other than the Excluded Shares ("Offeree Shareholders
Class Meeting"); and
5) A scheme meeting of the BCX "A" Shareholders ("Scheme Meeting").
For further details on the above meetings and the rationale for the Transaction,
Shareholders are referred to the circular posted today, 1 August 2011, which is
also available on the BCX website, www.bcx.co.za.
Shareholders should also note the salient dates and times relating to the
Transaction below:
2011
General Meeting:
Circular posted to BCX Shareholders and notice Monday, 1 August
convening the General Meeting released on SENS on
Notice convening the General Meeting published in the Tuesday, 2 August
South African press on
Last day to trade BCX Shares in order to be recorded Thursday, 18 August
in the Register to vote at the General Meeting
General Meeting record date Thursday, 25 August
Proxy Forms to be received by 11:00 on Friday, 26 August
Last date and time for BCX Shareholders to give Tuesday, 30 August
notice to BCX objecting to the special resolution
approving the repurchase by 10:00 on
General Meeting to be held at 11:00 on Tuesday, 30 August
Results of General Meeting released on SENS on Tuesday, 30 August
Results of General Meeting published in the South Wednesday, 31 August
African press
Last date for BCX to send objecting BCX Shareholders Tuesday, 13 September
notices of approval of the special resolution
approving the repurchase on
Excluded Shareholder Class Meeting:
Circular posted to Excluded Shareholders and notice Monday, 1 August
convening Excluded Shareholders Class Meeting
released on SENS on
Notice convening the Excluded Shareholder Class Tuesday, 2 August
Meeting published in the South African press on
Proxy Forms to be received by 11:15 on Friday, 26 August
Excluded Shareholder Class Meeting to be held at Tuesday, 30 August
11:15 on
Results of Excluded Shareholder Class Meeting Tuesday, 30 August
released on SENS on
Results of Excluded Shareholder Meeting published in Wednesday, 31 August
the South African press
Ordinary Shareholder Class Meeting:
Circular posted to BCX Ordinary Shareholders and Monday, 1 August
notice convening the Ordinary Shareholder Class
Meeting released on SENS on
Notice convening the Ordinary Shareholder Class Tuesday, 2 August
Meeting published in the South African press on
Last day to trade BCX Ordinary Shares in order to be Thursday, 18 August
recorded in the register to vote at the Ordinary
Shareholder Class Meeting
Ordinary Shareholder Class Meeting record date Thursday, 25 August
Proxy forms to be received by 11:30 on Friday, 26 August
Ordinary Shareholder Class Meeting to be held at Tuesday, 30 August
11:30 on
Results of Ordinary Shareholder Class Meeting Tuesday, 30 August
released on SENS on
Results of Ordinary Shareholder Class Meeting Wednesday, 31 August
published in the South African press on
Offeree Shareholder Class Meeting:
Circular posted to Offeree Shareholders and notice Monday, 1 August
convening the Offeree Shareholder Class Meeting
released on SENS on
Notice convening the Offeree Shareholder Class Tuesday, 2 August
Meeting published in the South African press on
Last day to trade in BCX "A" shares in order to be Thursday, 18 August
recorded in the register to vote at the Offeree
Shareholder Class Meeting
Offeree Shareholder Class Meeting record date Thursday, 25 August
Proxy forms to be received by 11:30 on Friday, 26 August
Last date and time for Offeree Shareholders to give Tuesday, 30 August
notice to BCX objecting to the special resolution
approving the scheme
Offeree Shareholder Class Meeting to be held at 11:30 Tuesday, 30 August
on
Results of Offeree Shareholder Class Meeting released Tuesday, 30 August
on SENS on
Results of Offeree Shareholder Class Meeting Wednesday, 31 August
published in the South African press on
Scheme Meeting:
Circular posted to "A" Shareholders and notice Monday, 1 August
convening the Scheme Meeting released on SENS on
Notice convening the Scheme Meeting published in the Tuesday, 2 August
South African press on
Last day to trade in BCX "A" shares in order to be Thursday, 18 August
recorded in the register to vote at the Scheme
Meeting
Scheme Meeting record date Thursday, 25 August
Proxy forms to be received by 12:00 on Friday, 26 August
Last date and time for Offeree Shareholders to give Tuesday, 30 August
notice to BCX objecting to the special resolution
approving the scheme by 10:00 on
Scheme Meeting to be held at 12:00 on Tuesday, 30 August
Results of Scheme Meeting released on SENS on Tuesday, 30 August
Results of Scheme Meeting published in the South Wednesday, 31 August
African press on
Last date for BCX to send objecting Offeree Tuesday, 13 September
Shareholders notices of approval of the special
resolution approving the scheme on
Settlement dates should the Scheme become unconditional and implemented:
Earliest finalisation date expected to be on Friday, 16 September
Earliest finalisation date announcement expected to Friday, 16 September
be released on
Earliest finalisation date announcement expected to Monday, 19 September
be published in the South African press on
Expected last day to trade Offeree Shares on the JSE Friday, 23 September
in order to be recorded in the Register to receive
the Scheme Consideration on
Suspension of listing of "A" Shares at the Monday, 26 September
commencement of trade on the JSE expected to be on
Scheme consideration record date to be recorded in Friday, 30 September
the register in order to receive the scheme
consideration to be on or about
Expected operative date of the scheme on Monday, 3 October
Payment or delivery of the scheme Consideration Monday, 3 October
expected to be transferred electronically or posted
to certificated scheme participants and documents of
title are received by the Transfer Secretaries on or
before 12:00 on the scheme consideration record date
on or about
Dematerialised scheme participants expected to have Monday, 3 October
their accounts held at their CSDP or Broker credited
with the scheme consideration
Expected termination of listing of "A" Shares on the Tuesday, 4 October
JSE at the commencement of trade on or about
01 August 2011
Merchant bank and transaction sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Legal advisors
Cliff Dekker Hofmeyer Incorporated
Independent sponsor
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
Independent expert
Deloitte & Touche Corporate Finance
Independent reporting accountants and auditors
KPMG Incorporated
Date: 01/08/2011 17:32:01 Produced by the JSE SENS Department.
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