| Fri 29 Oct 2004, 15:05 | | REVISION OF SALIENT DATES |
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CSH/ BTG - REVISION OF SALIENT DATES AND TIMES RELATING TO THE OFFER
CS COMPUTER SERVICES HOLDINGS LIMITED BYTES TECHNOLOGY GROUP LIMITED
(Incorporated in the Republic of South (Incorporated in the Republic of South
Africa) Africa)
(Registration number 1996/015131/06) (Registration number 1911/003874/06)
Share code: CSH ISIN: ZAE000022034 Share code: BTG ISIN: ZAE000029526
(`CSH`) (`BTG`)
REVISION OF SALIENT DATES AND TIMES RELATING TO THE OFFER (`offer`) BY BTG TO
ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF CSH
INTRODUCTION
Further to the announcement dated 21 October 2004, CSH shareholders are advised
of the revised last date to trade, the revised closing date and other revised
salient dates and times relating to the offer, as set out in the offer document.
CONDITIONS PRECEDENT
The offer remains conditional on the fulfilment of the following conditions
precedent, with BTG reserving the right to waive (in whole or part), and/or
extend on one or more occasions the date for fulfilment of, all or any of the
conditions precedent:
- acceptance of the offer, on or before the closing date, by CSH shareholders
holding in aggregate not less than nine-tenths of the issued share capital of
CSH so as to permit BTG to invoke the provisions of section 440K of the
Companies Act No 61 of 1973, as amended (`acceptances condition precedent`);
- granting, on or before Tuesday, 30 November 2004 (to which date the outside
date for fulfilment of this condition precedent has been extended by BTG), of
all approvals required in terms of the Competition Act, 1998 (Act 89 of 1998),
as amended, either:
- 2.2.1 unconditionally; or
- 2.2.2 subject to such conditions as are acceptable to BTG; and
- no activities being undertaken by CSH or any other member of the CSH
group, at any time prior to the fulfilment of all the other conditions
precedent, outside of the ordinary, normal and/or regular course of business.
ACCEPTANCES
As previously announced, BTG has received undertakings to accept the offer, on
terms and conditions that are acceptable to BTG, in respect of CSH shares
exceeding 86% of the issued share capital of CSH. BTG and CSH have been advised
that these persons are in the process of formally accepting the offer.
BTG and CSH have been advised by CSH`s transfer secretaries that shareholders
holding 78 290 252 CSH shares have to date formally accepted the offer,
representing 31.90% of the issued share capital of CSH. CSH shareholders will be
advised of further acceptances in due course. BTG does not hold any CSH shares.
REVISED SALIENT DATES AND TIMES RELATING TO THE OFFER
2004
Offer opened Friday, 8 October
Last day to trade cum the entitlement to the offer Friday, 12 November
Shares trade ex the offer Monday, 15 November
Closing date of the offer (12:00) Friday, 19 November
Record date Friday, 19 November
Results of offer released on SENS on or about Monday, 22 November
Results of offer published in the press on or about Tuesday, 23 November
Notes:
1. The above dates and descriptions are as required by the JSE Listing
Requirements. Any changes to the above dates and times will be published on
SENS. BTG has reserved the right to amend or waive various time limits. All
times given in this announcement are local times in South Africa.
2. When the conditions precedent are fulfilled, the offer will become
unconditional and CSH shareholders will be advised on SENS and in the press. As
the fulfilment of certain conditions precedent are subject, inter alia, to
regulatory process, BTG reserves the right to extend the closing date, in which
event all amended dates and times relating to the offer will be published on
SENS and in the press as noted in note 1 above. In particular, should the
acceptances condition precedent be fulfilled, then the SRP Code requires that
the offer remain open for at least 14 days thereafter.
3. Persons who have dematerialised their CSH shares are required to notify their
CSDP or broker, as the case may be, of their intention to accept the offer in
the manner and time stipulated in the agreement entered into between such
persons and their CSDP or broker.
4. The BTG share register will be amended and/or the offer consideration will be
posted or transferred, at the risk of the CSH shareholder concerned, within 5
(five) business days of the later of the date of:
- the announcement that all conditions precedent have been fulfilled (or
waived, where applicable) and that the offer has become unconditional; and
- receipt of the form of acceptance, surrender and transfer (duly and
properly completed) and the documents of title by the transfer secretaries (in
respect of certificated shareholders) and receipt by the transfer secretaries of
advice of acceptance from STRATE (in respect of dematerialised shareholders).
5. No dematerialisation or rematerialisation of CSH shares may take place in the
week of the closing of the offer.
Midrand Sandton
29 October 2004 29 October 2004
Financial advisor and joint Legal advisor to BTG Joint sponsor to BTG
sponsor to BTG
Cazenove Werksmans Nedbank Capital
Independent financial Legal advisor to CSH Sponsor to CSH
advisor to CSH
Bridge Capital Brink Cohen Le Roux BJM
