| Fri 26 May 2006, 10:46 | | Business Connexion - Notice of scheme meeting |
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BCX
BCX
Business Connexion - Notice of scheme meeting
Business Connexion Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
Share code: BCX
ISIN: ZAE000054631
("Business Connexion" or "the Company")
IN THE HIGH COURT OF SOUTH AFRICA Case number: 06/10144
(WITWATERSRAND LOCAL DIVISION)
Before The Honourable Justice Mbha
In the ex parte application of:
BUSINESS CONNEXION GROUP LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
Under authority of an Order of the High Court of South Africa (Witwatersrand
Local Division) ("Court") issued in the above matter on Tuesday, 16 May 2006,
this notice serves to convene a meeting ("scheme meeting") of shareholders of
the Applicant who are registered as such as at the close of business on
Thursday, 8 June 2006, excluding the Business Connexion Group Share Trust, the
Comparex Holdings Share Purchase Trust and Business Connexion Technology
Holdings (Proprietary) Limited ("scheme members").
The scheme meeting is to be held at 09:30 on 12 June 2006 at Business
Connexion Park North, 789, 16th Road, Randjespark, Midrand, under the
chairmanship of Mr Andrew Mitchell, or failing him, Mr David Hoffe, both
attorneys practising as such as directors of Bell Dewar & Hall Inc.
("chairperson").
The purpose of the scheme meeting is to consider and, if deemed fit, to agree
to (with or without modification) a scheme of arrangement ("scheme") in terms
of section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended
("Companies Act"), proposed by Telkom SA Limited ("Telkom") between the
Applicant and the shareholders of the Applicant registered as such on Friday,
25 August 2006 ("scheme participants"), excluding the Business Connexion Group
Share Trust, the Comparex Holdings Share Purchase Trust and Business Connexion
Technology Holdings (Proprietary) Limited. The basic characteristic of the
scheme is that, subject to the fulfilment of certain conditions
precedent to which the scheme is subject, by 15 December 2006 or such later
date as the Applicant and Telkom might agree to in writing, as stated in
paragraph 5.6 of the scheme, Telkom will acquire all shares of the scheme
participants ("scheme shares") for a consideration of 900 cents per share
which is payable on the operative date of the scheme, which is expected to be
on Monday, 28 August 2006.
A copy of the scheme, the explanatory statement in terms of section 312(1) of
the Companies Act which explains the scheme, this notice, the approved form of
proxy (green), the approved form of surrender (white) and the Order of Court
convening the scheme meeting will be sent to the shareholders of the Applicant
at least 2 (two) weeks before the date of the scheme meeting. Shareholders of
the Applicant may, during normal business hours at any time at least 2 (two)
weeks before the date of the scheme meeting, inspect and obtain a copy of
those documents, free of charge, at the Applicant"s registered office at
Business Connexion Park North, 789, 16th Road, Randjespark, Midrand.
Each scheme member may personally or through a proxy attend, speak and vote at
the scheme meeting. A proxy need not be a shareholder of the Applicant. An
acceptable form of proxy (green), duly signed, must be received by Ultra
Registrars (Proprietary) Limited, 5th Floor, 11 Diagonal Street, Johannesburg,
2001, no later than 09:30 on Friday, 9 June 2006 or on the business day
immediately preceding any adjourned scheme meeting, or handed to the
chairperson no later than
10 (ten) minutes before the scheme meeting or adjourned scheme meeting is due
to commence. Notwithstanding the aforegoing, the chairperson may approve at
his discretion the use of any other form of proxy.
The Order of Court requires the chairperson to report on the scheme meeting to
the above Honourable Court at 10:00 or so soon thereafter as Counsel may be
heard on Tuesday, 20 June 2006. During normal business hours for at least 1
(one) week prior to that date, a free copy of the chairperson"s report to the
Court will be available to any scheme member at the abovementioned registered
office of the Applicant.
Holders of dematerialised scheme shares, other than those who hold own-name
registration, who wish to attend the scheme meeting in person must inform
their Central Securities Depository Participant ("CSDP") or broker of their
intention to attend the scheme meeting and request their CSDP or broker to
issue them with the necessary authorisation to attend the scheme meeting in
person or, should they not wish to attend the scheme meeting in person,
provide their CSDP or broker with their voting instructions.
Where there are joint holders of any scheme shares, any one of such persons
may vote at the scheme meeting in respect of such shares as if he was solely
entitled thereto then, but if more than one of such joint holders be present
or represented at the scheme meeting, then the person whose name stands first
in the register in respect of such shares or his proxy, as the case may be,
shall be entitled to vote in respect thereof, as if he were the sole holder of
such shares.
Chairperson of the scheme meeting
Applicant"s Attorneys
Cliffe Dekker Inc.
c/o Document Exchange
North State Building
95 Market Street
Johannesburg, 2001
(Private Bag X7, Benmore, 2010)
Tel: (011) 290-7000
Fax: (011) 290-7300
Ref: C H Ewing
Date: 26/05/2006 10:47:02 AM Produced by the JSE SENS Department
