| Fri 28 Oct 2011, 16:13 | | VOX - Vox Telecom Limited - Finalisation announcement and change of salient |
|
VOX
VOX
VOX - Vox Telecom Limited - Finalisation announcement and change of salient
dates
VOX TELECOM LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1998/016433/06)
JSE Code: VOX ISIN Code: ZAE 000097234
("Vox" or "the Company")
FINALISATION ANNOUNCEMENT AND CHANGE OF SALIENT DATES
Shareholders are referred to the announcement published on SENS on 12 October
2011 and in the press on 13 October 2011, regarding the approval at the
shareholders` meeting, by the requisite majority of shareholders present and
voting in person or by proxy, of the scheme of arrangement proposed by the
board of Vox between Vox and its shareholders ("the Scheme").
Shareholders are hereby advised that all conditions precedent to the Scheme,
as detailed in the circular issued to Vox shareholders on 9 September 2011
("the Circular") have been fulfilled and accordingly the Scheme is now
unconditional.
In terms of the Scheme, each Vox shareholder is entitled to elect to receive:
- a cash consideration of 45 cents for every Vox share held ("the Cash
Consideration"); or
- one BidCo share for every 10 Vox shares (the "Consideration Shares"); or
- a combination of the above,
("the Scheme Consideration") on the basis that in the absence of an election
by 12:00 on the scheme consideration record date, a Vox shareholder will be
deemed to have elected to receive the Cash Consideration for every Vox share
held.
The salient dates and times relating to the implementation of the Scheme are
as follows (note that these have changed from those set out in the Circular):
Last day to trade to participate in Scheme Friday, 4 November
Consideration on
Suspension of listing of Vox shares at commencement of Monday, 7 November
trading on
Scheme consideration record date, being the date on Friday, 11 November
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 make an Friday, 11 November
election in respect of the Scheme Consideration by
12:00 on
The operative date of the Scheme on Monday, 14 November
Scheme Consideration to be paid/posted to certificated Monday, 14 November
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 have Monday, 14 November
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, 15 November
commencement of trading on
Notes:
a) All times given in this document are local times in South Africa.
b) Dematerialised shareholders, other than those with "own-name"
registration, must provide their CSDP or Broker with their instructions
for election regarding the Scheme Consideration by the cut-off time and
date stipulated by their CSDP or Broker in terms of their respective
custody agreements. To the extent that your CSDP or Broker does not make
an election timeously, you shall be deemed to have elected to receive
the Cash Consideration.
c) No dematerialisation or re-materialisation of shares may take place from
the business day following the scheme participants last day to trade.
Johannesburg
28 October 2011
Corporate advisor and Designated Advisor to Vox
Grindrod Bank
Independent expert to Vox
KPMG
Legal and tax advisor to Vox
Webber Wentzel
Corporate advisor to the Consortium and BidCo
Investec Corporate Finance
Legal advisor to the Consortium and BidCo
Cliffe Dekker Hofmeyr
Auditors and Reporting Accountants to Vox and BidCo
Deloitte & Touche
Communications advisor to the Consortium Brunswick
Date: 28/10/2011 16:13:28 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
