| Fri 19 Nov 2004, 12:08 | | BTG/ CSH - REVISION OF SALIENT DATES AND TIMES REL |
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BTG/ CSH - REVISION OF SALIENT DATES AND TIMES RELATING TO THE OFFER
CS COMPUTER SERVICES HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/015131/06)
Share code: CSH ISIN: ZAE000022034
(`CSH`)
BYTES TECHNOLOGY GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1911/003874/06)
Share code: BTG ISIN: ZAE000029526
(`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 12 November 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.
CONDITIONS PRECEDENT
Further to the announcement dated 15 November 2004, CSH shareholders are advised
that the Competition Tribunal has unconditionally approved the acquisition by
BTG of the entire issued share capital of CSH.
Resultantly, the only outstanding condition precedent (all other conditions
precedent having been fulfilled and / or waived) relating to the offer, which
remains open for acceptance, is the acceptance of the offer 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 (`Section 440k`).
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 89 252 062 CSH shares have to date formally accepted the offer,
representing 36.37% 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.
ACTION REQUIRED
CSH shareholders wishing to accept the offer are now requested to accept
immediately so that on attainment of the 90% acceptances level BTG can:
- invoke the provisions of Section 440k; and
- issue the offer consideration to those CSH shareholders who have accepted
the offer within five business days thereof, as contemplated in the
circular to CSH shareholders dated 8 October 2004.
BTG and CSH urge CSH shareholders to accept the offer.
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, 26 November
Shares trade ex the offer Monday, 29 November
Closing date of the offer Friday, 3 December
Record date Friday, 3 December
Results of offer released on SENS on or about Monday, 6 December
Results of offer published in the press on or about Tuesday, 7 December
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 last remaining condition precedent is fulfilled, the offer will
become unconditional and CSH shareholders will be advised on SENS. 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 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
19 November 2004 19 November 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
Date: 19/11/2004 11:12:23 AM
Produced by the JSE SENS Department
