| Thu 25 Nov 2004, 17:35 | | Offer Declared Unconditional |
|
CSH / BTG - Offer Declared Unconditional
CS COMPUTER SERVICES HOLDINGS LIMITED BYTES TECHNOLOGY GROUP LIMITED
(Incorporated in the Republic of South (Incorporated in the Republic of
Africa) South Africa)
(Registration number 1996/015131/06) (Registration number 1911/003874/06)
Share code: CSH ISIN: ZAE000022034 Share code: BTG ISIN: ZAE000029526
(`CSH`) (`BTG`)
THE OFFER (`OFFER`) BY BTG TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF CSH
(`OFFER SHARES`) DECLARED UNCONDITIONAL AS TO ACCEPTANCES AND UNCONDITIONAL IN
ALL RESPECTS, INTENTION TO FURNISH NOTICE IN TERMS OF SECTION 440K AND REVISION
OF SALIENT DATES AND TIMES RELATING TO THE OFFER
INTRODUCTION
CSH shareholders are advised that as the offer has now been accepted by CSH
shareholders in respect of more than 90% of the offer shares, the offer is now
unconditional as to acceptances and unconditional in all respects.
BTG now intends acquiring the remainder of the CSH ordinary shares, held by CSH
shareholders who did not accept the offer, in terms of section 440K(1)(a) of the
Companies Act, 1973 (Act 61 of 1973), as amended (`the Act`).
The salient dates and times relating to the offer have also been revised as
required by the Securities Regulation Code on Takeovers and Mergers (`SRP Code`)
and the Listings Requirements of the JSE Securities Exchange South Africa
(`Listings Requirements`).
ACCEPTANCES
BTG and CSH have been advised by CSH`s transfer secretaries that CSH
shareholders holding 222 026 053 offer shares have to date accepted the offer,
representing 90.47% of the offer shares. None of BTG or any of its subsidiaries
holds any CSH shares.
CONDITIONS PRECEDENT
All the conditions precedent relating to the offer have now been fulfilled
and/or waived.
SETTLEMENT OF THE AGGREGATE OFFER PRICE AND TRANSFER OF THE OFFER CONSIDERATION
SHARES
A certificated CSH shareholder that has accepted the offer as at the date of
this announcement will have the offer consideration shares to which it is
entitled posted to it, at its risk, to its address reflected in the CSH register
of members, within 5 business days of this announcement.
A dematerialised CSH shareholder that has accepted the offer as at the date of
this announcement will have the offer consideration shares to which it is
entitled credited in the relevant BTG sub-register and (where applicable) in
terms of its relevant CSDP or broker custody agreement.
REVISED SALIENT DATES AND TIMES RELATING TO THE OFFER
As required by the SRP Code and the Listings Requirements, the revised dates and
times of the offer are as follows:
2004
Offer opened Friday, 8 October
Last day to trade cum the entitlement to the offer Friday, 3 December
Shares trade ex the offer Monday, 6 December
Closing date of the offer (12:00) Friday, 10 December
Record date Friday, 10 December
Final results of offer released on SENS on or about Monday, 13 December
Final results of offer published in the press on or Tuesday, 14 December
about
Notes:
1. All times given in this announcement are local times in South Africa.
2. No dematerialisation or rematerialisation of CSH shares may take place in the
week of the closing of the offer.
ACCEPTANCE OF THE OFFER ON OR BEFORE THE CLOSING DATE
CSH shareholders who have not yet accepted the offer are urged to accept
immediately so that the offer consideration may be issued to those CSH
shareholders within 5 business days of acceptance, as contemplated in the
circular to CSH shareholders dated 8 October 2004 -
- certificated CSH shareholders who wish to accept the offer (and have not yet
done so) must complete and sign the form of acceptance, surrender and transfer,
and deliver same together with their documents of title to CSH`s transfer
secretaries on or before the closing date of the offer;
- persons who have dematerialised their CSH shares who wish to accept the offer
(and have not yet done so) must advise their CSDP or broker, as the case may be,
and ensure that acceptance of the offer is communicated to CSH`s transfer
secretaries on or before the closing date of the offer.
NOTICE IN TERMS OF SECTION 440K(1)(a) OF THE ACT
Section 440K(1)(a) of the Act entitles BTG to acquire the offer shares of CSH
shareholders who have not accepted the offer, if acceptances are received in
respect of at least 90% of the offer shares. As the offer has been accepted by
CSH shareholders in respect of more than 90% of the offer shares and the offer
is unconditional in all respects, BTG hereby gives notice of its intention to
acquire compulsorily the remainder of the offer shares, held by CSH shareholders
who do not accept the offer, in terms of section 440K(1)(a) of the Act, on the
same terms and conditions as those of the offer. A notice, to be issued by BTG
in terms of section 440K(1)(a) of the Act, will be posted on or around 1
December 2004 to those CSH shareholders who have not yet accepted the offer
(`remaining shareholders`).
Midrand Sandton
25 November 2004 25 November 2004
Financial adviser and joint Legal adviser to BTG Joint sponsor to BTG
sponsor to BTG
Cazenove Werksmans Nedbank Capital
Independent financial Legal adviser to CSH Sponsor to CSH
adviser to CSH
Bridge Capital Brink Cohen Le Roux BJM
