| Fri 9 Sep 2011, 12:00 | | VOX - Vox Telecom - Posting Of Circular Notice of Shareholders` Meeting and |
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VOX
VOX
VOX - Vox Telecom - Posting Of Circular, Notice of Shareholders` Meeting and
Prospectus
VOX TELECOM LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1998/016433/06
JSE Code: VOX
ISIN Code: ZAE000097234
("Vox Telecom" or "the Company")
POSTING OF CIRCULAR, NOTICE OF SHAREHOLDERS` MEETING AND PROSPECTUS
1. INTRODUCTION
Vox shareholders ("Shareholders") are referred to the firm intention
announcement published by Vox on SENS on 14 July 2011 and in the press on
15 July 2011 regarding the terms on which Business Venture Investments No
1542 Limited ("BidCo"), a special purpose vehicle held by Lereko Metier
Trustees (Proprietary) Limited, acting in its capacity as a trustee of
Lereko Metier Capital Growth Fund, Master`s reference number IT 11855/06
and the LMCGF Parallel Trust 1, Master`s reference number IT 12788/07 and
Investec Bank Limited (collectively, the "Consortium") proposed to acquire
the entire issued and to be issued share capital in Vox ("Vox Shares"), by
way of a scheme of arrangement in terms of section 114 of the Companies
Act, No. 71 of 2008, as amended from time to time, ("Act") to be proposed
by the board of directors of Vox between Vox and its Shareholders
("Scheme").
Shareholders are hereby advised that a circular containing, inter alia,
details of the Scheme, a notice of the meeting of Shareholders, a form of
proxy, a form of surrender and transfer and an application form to elect to
receive shares in BidCo ("Circular") and a separate prospectus in relation
to BidCo is being posted to Shareholders today and is available on Vox`s
website at www.voxtelecom.co.za. Shareholders are advised that the
completion of the Scheme is subject to the fulfilment or waiver of certain
conditions precedent set forth in the Circular, and are advised to review
the Circular for the terms and conditions of the Scheme.
2. NOTICE OF SHAREHOLDERS MEETING
A meeting of Shareholders ("Shareholders` Meeting") will be held at the
Everest Auditorium, Vox Telecom, Block B2, Rutherford Estate, 1 Scott
Street, Waverley, 2090, at 10h00 on Wednesday, 12 October 2011 to consider
and, if deemed fit, approve the resolutions necessary to implement the
Scheme.
3. IMPORTANT DATES AND TIMES
The important dates and times relating to the Scheme ("Timetable") are set
out below. Words and expressions in the Timetable and notes thereto shall
have the same meaning as assigned to them in the Circular.
2011
Notice of Shareholders` Meeting released on SENS Friday, 9 September
on
Circular posted to Shareholders on Friday, 9 September
Notice of Shareholders` Meeting published in the Monday, 12 September
press on
Last day to trade in Vox Shares in order to be Friday, 30 September
recorded in the register to vote at the
Shareholders` Meeting (see note b below) on
Voting record date to vote at the Shareholders` Friday, 7 October
Meeting by close of trading on
Last day to lodge forms of proxy in respect of Monday, 10 October
the Shareholders` meeting by 10:00 on (see note
c below)
Last date and time for Shareholders to give Wednesday, 12 October
notice, in terms of section 164 of the Act, to
Vox objecting to the special resolution
approving the Scheme by 10:00 on
Shareholders` Meeting to be held at 10:00 on Wednesday, 12 October
Publication of results of the shareholders` Wednesday, 12 October
meeting on SENS on
Publication of results of the Shareholders` Thursday, 13 October
Meeting in the press on
If the Scheme is approved by Shareholders at the
shareholders` Meeting:
Last date on which shareholders can make Wednesday, 26 October
application to the court in terms of section
115(3) of the Act
Last date for Vox to send objecting shareholders Wednesday, 26 October
notices of the adoption of the special
resolution approving the Scheme, in terms of
section 164 of the Act
If no shareholders exercise their rights in terms of section 115 of the
Act:
Finalisation date expected to be on Thursday, 10 November
Finalisation announcement released on SENS on Thursday, 10 November
Finalisation announcement published in the press Friday, 11 November
on
Last day to trade to participate in scheme Friday, 18 November
consideration on
Suspension of listing of Vox Shares at Monday, 21 November
commencement of trading on
Scheme consideration record date, being the date Friday, 25 November
on which scheme participants must be recorded in
the register to receive the scheme
consideration, by close of trading on
Last date on which the scheme participants can Friday, 25 November
make an election in respect of the scheme
consideration by 12:00 on
The operative date of the scheme is expected to Monday, 28 November
be on
Scheme consideration expected to be paid/posted Monday, 28 November
to certificated scheme participants (if
documents of title are received on or prior to
12:00 on the scheme consideration record date)
on or about
Dematerialised scheme participants expected to Monday, 28 November
have their accounts (held at their CSDP or
broker) updated or the consideration shares
posted to them on or about
Termination of listing of Vox Shares at the Tuesday, 29 November
commencement of trading on or about
Notes:
a) All dates and times may be changed by mutual agreement between Vox and
BidCo and/or may be subject to the obtaining of certain regulatory
approvals. Any change will be published on SENS and in the press. The
Takeover Regulation Panel has granted Vox an extension in respect of
the date for the posting of the Circular to Shareholders in order to
allow for the registration of BidCo`s prospectus with Companies and
Intellectual Property Commission.
b) Shareholders should note that as transactions in Vox shares are
settled in the electronic settlement system used by Strate, settlement
of trades takes place five business days after such trade. Therefore
Shareholders who acquire shares after Friday, 30 September 2011 will
not be eligible to vote at the Shareholders` Meeting.
c) Shareholders who wish to exercise their appraisal rights are referred
to paragraph 9 of the Circular for the purposes of determining the
relevant timing for the exercise of their appraisal rights.
d) Shareholders who wish to exercise their right to obtain the approval
of a court for the Scheme, in terms of section 115(3) of the Act,
should refer to Annexure 6 of the Circular which includes an extract
of section 115 of the Act. Should Shareholders exercise their rights
in terms of section 115(3) of the Act, the dates and times set out
above will not be relevant. Shareholders will be notified separately
of the applicable dates and times under this process.
e) All times given in this document are local times in South Africa.
f) Share certificates may not be dematerialised after Friday, 18 November
2011.
g) If the Shareholders Meeting is adjourned or postponed, forms of proxy
submitted for the initial Shareholders Meeting will remain valid in
respect of any adjournment or postponement of the Shareholders
Meeting.
h) Although the salient dates and times are stated to be subject to
change, such statement may not be regarded as consent or dispensation
for any change to time periods which may be required in terms of the
Takeover Regulations, where applicable, and any such consents or
dispensations must be specifically applied for and granted.
Johannesburg
9 September 2011
Corporate advisor Independent expert Legal and tax
and Designated to Vox advisor to Vox
Advisor to Vox
Grindrod Bank KPMG Webber Wentzel
Corporate advisor to Legal advisor to the Auditors and
the Consortium and Consortium and BidCo Reporting
BidCo Accountants to Vox
and BidCo
Investec Corporate Cliffe Dekker Deloitte
Finance Hofmeyr
Communications
advisor to the
Consortium
Brunswick
Date: 09/09/2011 12:00:01 Produced by the JSE SENS Department.
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