| Tue 16 May 2006, 15:50 | | BCX / Telkom - BCX Scheme Announcement |
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BCX TKG
BCX
BCX / Telkom - BCX Scheme Announcement
Business Connexion Group Limited Telkom SA Limited
(Incorporated in the Republic of (Incorporated in the Republic of
South Africa) South Africa)
(Registration number (Registration number
1988/005282/06) 1991/005476/06)
Share code: BCX Share code: TKG
ISIN: ZAE000054631 ISIN: ZAE000044897
("BCX") ("Telkom")
OFFER BY TELKOM SA LIMITED ("TELKOM") TO ACQUIRE THE ISSUED SHARE CAPITAL OF
BUSINESS CONNEXION GROUP LIMITED ("BCX"), PURSUANT TO WHICH BCX SHARES WILL BE
DELISTED FROM THE JSE LIMITED ("PROPOSED ACQUISITION")
1. NOTICE OF SCHEME MEETING
A scheme of arrangement ("scheme") in terms of section 311 of the Companies Act,
61 of 1973, as amended, ("Companies Act") has been proposed by Telkom between
BCX and BCX"s shareholders (other than the Business Connexion Group Share Trust,
the Comparex Holdings Share Purchase Trust and Business Connexion Technology
Holdings (Proprietary) Limited) ("scheme members"), in terms of which members
recorded in the register of members of BCX on the record date of the scheme
("scheme participants") will receive a cash consideration of 900 cents ("scheme
consideration") per BCX share disposed of to Telkom pursuant to the scheme. BCX
will become a wholly-owned subsidiary of Telkom and the listing of BCX on the
JSE Limited ("JSE") will be terminated when the scheme becomes operative.
Further to the announcement of 4 April 2006, shareholders are advised that on
Tuesday, 16 May 2006, the High Court of South Africa (Witwatersrand Local
Division) ("Court") granted an Order to BCX affording BCX leave to convene a
scheme meeting ("scheme meeting") for the purpose of considering and, if deemed
fit, approving (with or without modification) the scheme. The scheme meeting is
to be held at 09:30 on Monday, 12 June 2006 in the auditorium, Business
Connexion Park North, 789, 16th Road, Randjespark, Midrand, 1685.
2. CONDITIONS PRECEDENT
2.1 The implementation of the scheme is subject to the fulfilment by 15
December 2006 or such later date as BCX and Telkom might agree to in writing, of
the following conditions precedent:
2.1.1 the approval of the scheme by scheme members representing not less
than 75% of the votes exercisable by scheme members present and voting either in
person or by proxy at the scheme meeting;
2.1.2 the Court sanctioning the scheme in terms of the Companies Act;
2.1.3 a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar of Companies ("Registrar") in terms of the Companies
Act;
2.1.4 the Competition Authorities approving the proposed acquisition in
terms of the Competition Act, 1998 (Act 89 of 1998) as amended, either
unconditionally or subject to such conditions as may be acceptable to Telkom;
and
2.1.5 the approval of the scheme by all regulatory authorities if and to the
extent necessary, including the South African Reserve Bank, the South African
Securities Regulation Panel ("SRP") and the JSE, either unconditionally or
subject to such conditions as may be acceptable to Telkom and BCX.
2.2 In the event of any of the conditions precedent stated above not having
been fulfilled by 15 December 2006, or such later date as BCX and Telkom might
agree to in writing, the scheme will fail to become operative and will be of no
force and effect. In such event a substitute offer will become immediately
operative, unless the closing date of the substitute offer will fall on a date
after 15 December 2006, provided that BCX and Telkom may agree in writing to
extend such date.
2.3 Any extension of the date by which the conditions precedent must be
fulfilled, or the closing date of the substitute offer, will be released on SENS
and published in the press.
3. OPINIONS AND RECOMMENDATIONS
BCX has retained Deloitte & Touche Corporate Finance to act as its independent
advisor in connection with the scheme. Deloitte & Touche Corporate Finance
delivered to the BCX board of directors an opinion that the terms and conditions
of the scheme are fair and reasonable to the scheme members.
The directors of BCX have considered the terms and conditions of the scheme and,
inter alia, the opinion of Deloitte & Touche Corporate Finance, and are of the
unanimous opinion that the scheme is fair and reasonable to scheme members.
Accordingly, the board of directors of BCX recommends that scheme members vote
in favour of the scheme. The directors of BCX who hold BCX shares intend to vote
in favour of the scheme at the scheme meeting in respect of their own holdings
of BCX shares.
The view expressed above by the board is based on receipt, at the date of issue
of this announcement, of only the scheme as proposed by Telkom and could be
reviewed and/or revised by the board on receipt of any further offers in due
course.
4. SALIENT DATES AND TIMES
2006
Last day to trade BCX shares on the JSE in Thursday, 1 June
order to be eligible to vote at the scheme
meeting (see note 1 below)
Record date of the scheme meeting in order to Thursday, 8 June
be able to vote thereat
Last day to lodge forms of proxy for the Friday, 9 June
scheme meeting (by 09:30) (see note 2 below)
Scheme meeting held (at 09:30) Monday, 12 June
Results of scheme meeting to be released on Monday, 12 June
SENS
Results of scheme meeting to be published in Tuesday, 13 June
the press
Tuesday, 13 June
Scheme chairperson"s report lies open for
inspection.
Court hearing to sanction the scheme (at Tuesday, 20 June
10:00 or as soon thereafter as Counsel may be
heard in Court)
Results of Court hearing to be released on Tuesday, 20 June
SENS
Results of Court hearing to be published in Wednesday, 21 June
the press
The dates below are subject to the fulfillment of the conditions
precedent as set out in paragraph 2.1.3 and 2.1.4 above. To the extent
that the conditions precedent are not fulfilled by Thursday, 10 August
2006, the dates set out below will be delayed accordingly and any such
changes will be released on SENS and published in the press. This is
likely in view of the length of time it is anticipated will be necessary
to obtain the approval of the Competition Authorities.
Order of Court sanctioning the scheme registered Wednesday, 16 August
by the Registrar on or about (if the scheme is
sanctioned and all conditions have been fulfilled)
Finalisation date once all conditions precedent Wednesday, 16 August
have been fulfilled
Finalisation date announcement once all conditions Wednesday, 16 August
precedent have been fulfilled to be released on
SENS
Finalisation date announcement once all conditions Thursday, 17 August
precedent have been fulfilled to be published in
the press
Last day to trade BCX shares on the JSE in order Friday, 18 August
participate in the scheme consideration
Date of suspension of BCX"s listing on the JSE Monday, 21 August
from the commencement of business
Record date of the scheme to determine Friday, 25 August
participation in the scheme and to receive the
scheme consideration
Operative date of the scheme from the commencement Monday, 28 August
of business
Date from which the scheme consideration will be Monday, 28 August
made available or posted to certificated scheme
participants (if the surrender and transfer form
and the documents of title are received by BCX"s
transfer secretaries on or prior to 12:00 on the
record date of the scheme) or, failing that,
within 5 (five) business days of receipt of the
surrender and transfer form and the relevant
documents of title by BCX"s transfer secretaries
from 12:00 on Friday, 25 August 2006.
Dematerialised scheme participants will have the
scheme consideration credited to their account
held at their CSDP or broker on the operative
date.
Termination of BCX"s listing on the JSE from the Tuesday, 29 August
commencement of business
Notes:
1. BCX shareholders should note that, as BCX is trading in the STRATE
environment, settlement for trade takes place five business days after the
relevant trade has taken place. Therefore, BCX members who acquire BCX shares
after the last day to trade BCX shares on the JSE, being Thursday, 1 June 2006,
in order to be recorded in the register of BCX members by the record date of the
scheme meeting, being Thursday, 8 June 2006, will not be eligible to vote at the
scheme meeting.
2. Own name shareholders will be entitled to attend the scheme meeting in
person or if they are unable to attend and wish to be represented thereat may
complete and return the form of proxy to the transfer secretaries in accordance
with the time specified on that form of proxy.
3. A beneficial owner of BCX shares should timeously inform his nominee or, if
applicable, his CSDP or broker of his intention to attend and vote at the scheme
meeting or to be represented by proxy thereat in order for his nominee or, if
applicable, his CSDP or broker to issue him with the necessary authorisation to
do so or should provide his nominee or, if applicable, his CSDP or broker
timeously with his voting instruction should he not wish to attend the scheme
meeting in person in order for his nominee or, if applicable, his CSDP or broker
to vote in accordance with his instruction at the scheme meeting.
4. Any change to the above dates and times will be agreed upon by Telkom and
BCX and advised to BCX shareholders by a release on SENS and publication in the
press.
5. No dematerialisation or rematerialisation of BCX shares will take place
after Friday, 18 August 2006.
6. All times indicated above are South African times.
7. Certificated scheme participants are required to complete their surrender
and transfer form to be received by the transfer secretaries by the record date
of the scheme.
8. If the scheme does not become operative for any reason (including pursuant
to a failure to fulfil any condition precedent set out in paragraph 2 above),
the substitute offer will be implemented unless the closing date of the
substitute offer is to fall after 15 December 2006 (or such later date as BCX
and Telkom may agree).
5. POSTING OF SCHEME DOCUMENT
A scheme document containing full details of the scheme is expected to be posted
to BCX shareholders on or about Friday, 19 May 2006.
16 May 2006
Financial advisor to BCX Financial advisor and sponsor to
Telkom
Investec Corporate Finance UBS South Africa (Pty) Limited
Attorneys to BCX and the scheme Attorneys to Telkom
Cliffe Dekker Inc. Werksmans Inc.
Transaction sponsor to BCX
Investec Bank Limited
Sponsor to BCX
RMB
Independent advisor to BCX board
of directors
Deloitte & Touche Corporate
Finance
Reporting Accountants to BCX
Deloitte & Touche
Date: 16/05/2006 03:51:11 PM Produced by the JSE SENS Department
