| Fri 26 May 2006, 10:45 | | Business Connexion - Order Of Court |
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BCX
BCX
Business Connexion - Order Of Court
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 No: 06/10144
(WITWATERSRAND LOCAL DIVISION)
Before The Honourable Justice Mbha
Johannesburg, 16 May 2006
In the ex parte application of:
BUSINESS CONNEXION GROUP LIMITED Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
Upon the motion of Counsel for the Applicant and having read the notice of
motion and the other documents filed on record:
IT IS ORDERED THAT:
1. A meeting ("scheme meeting") in terms of section 311(1) of the Companies
Act, 1973 (Act 61 of 1973), as amended ("Companies Act"), of all members of
Applicant, registered as such 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"), be convened by the chairperson
mentioned in paragraph 2 of this Order of Court ("Order"), at 09:30 on Monday,
12 June 2006 at the registered office of the Applicant, situated at Business
Connexion Park North, 789, 16th Road, Randjespark, Midrand, for the purpose of
considering and, if deemed fit, approving, with or without modification, the
scheme of arrangement ("scheme") proposed by Telkom SA Limited ("Telkom")
between the Applicant and the members of the Applicant registered as such on
the record date of the scheme, which is expected to be Friday, 25 August 2006,
excluding the Business Connexion Group Share Trust, the Comparex Holdings
Share Purchase Trust and Business Connexion Technology Holdings (Proprietary)
Limited, substantially in the form annexed to the notice of motion.
2. Mr Andrew Mitchell, or failing him Mr David Hoffe, both attorneys
practising as such as directors of Bell Dewar & Hall Inc. ("chairperson") be
and is hereby appointed as the chairperson of the scheme meeting with
authority to:
2.1 convene the scheme meeting;
2.2 appoint scrutineers for the purpose of the scheme meeting and any
adjournment thereof;
2.3 determine the validity and acceptability of forms of proxy submitted no
later than 10 (ten) minutes before the scheduled commencement time of the
scheme meeting or any adjournment thereof;
2.4 determine the validity and acceptability of any share register and/or sub-
register kept or maintained in respect of the shares in the issued share
capital of the Applicant;
2.5 adjourn the scheme meeting from time to time (with the need for
publication, timing and distribution thereof being at the discretion of the
chairperson) should it be considered that such adjournment is necessary and
after having had due regard to the intention that the scheme becomes operative
on Monday, 28 August 2006; and
2.6 determine the procedure (including the procedure relating to proxies) to
be followed at the scheme meeting and any adjournment thereof.
3. This Order and a notice convening the scheme meeting, substantially in the
form of the notice attached to the papers before this Honourable Court, shall
be published once in each of Die Beeld, Business Day, Sunday Times and the
Rapport newspapers and in the Government Gazette at least 2 (two) weeks before
the date of the scheme meeting. Each of the said notices shall state:
3.1 the time, date and venue of the scheme meeting;
3.2 that the scheme meeting has been convened in terms of this Order for the
purpose of considering and, if deemed fit, approving, with or without
modification, the scheme;
3.3 that a copy of this Order, the scheme and the explanatory statement in
terms of section 312(1) of the Companies Act relating to the scheme and the
form of proxy referred to in paragraph 4.5 of this Order may be inspected at,
and copies may be obtained free of charge from the registered office of the
Applicant at Business Connexion Park North, 789, 16th Road, Randjespark,
Midrand by any ordinary shareholder of the Applicant during normal business
hours at least 2 (two) weeks prior to the scheme meeting; and
3.4 the basic characteristic of the scheme.
4. Copies of:
4.1 the notice convening the scheme meeting (substantially in the form
attached to the papers before this Honourable Court), showing the time, date
and place of the scheme meeting;
4.2 the explanatory statement in terms of section 312(1) of the Companies Act
substantially in the form of the explanatory statement attached to the papers
before this Honourable Court;
4.3 the scheme substantially in the form of the scheme attached to the papers
before this Honourable Court;
4.4 this Order; and
4.5 the form of proxy (green) substantially in the form annexed to the papers
before this Honourable Court,
shall be sent by the Applicant by pre-paid registered post at least 2 (two)
weeks before the date of the scheme
meeting to:
- all of the ordinary shareholders of the Applicant at their respective
addresses as reflected in the Applicant"s register of members; and
- those persons named by the Central Securities Depository Participants
("CSDPs") administering sub-registers of the Applicant, as being beneficial
holders of ordinary shares in the Applicant as reflected in the records of the
CSDPs,
at the close of business on a date or dates not more than 4 (four) calendar
days before the date of such posting.
5. A copy of the documents referred to in paragraph 4 above shall lie for
inspection at the registered office of the Applicant set out in paragraph 3.3
above during normal business hours for at least 2 (two) weeks prior to the
date of the scheme meeting.
6. The date of posting of the documents referred to in paragraph 4 above shall
be evidenced by an affidavit deposed to by a representative of the Applicant,
or such other person who effected the posting, duly supported by post office
receipts.
7. The chairperson of the scheme meeting shall report, by way of an affidavit,
the results thereof to the Court on Tuesday, 20 June 2006 at 10:00 or so soon
thereafter as Counsel for the Applicant may be heard.
8. With respect to the report required by the Court from the chairperson,
details shall be given of:
8.1 any grounds for concluding that one or more scheme members constitute an
additional class;
8.2 the number and percentage of scheme members present in person (including
those represented) at the scheme meeting and the number of shares in the
Applicant held by them;
8.3 the number and percentage of scheme members represented by proxy at the
scheme meeting and the number of shares in the Applicant held by them, with
information as to the number and percentage of shares represented by the
chairperson in terms of proxies;
8.4 the number and percentage of shares in the Applicant held by all of the
scheme members;
8.5 any proxies which have been disallowed;
8.6 all resolutions passed at the scheme meeting with particulars of the
number of votes cast in favour of and against each such resolution and of any
abstentions, indicating how many votes were cast by the chairperson in terms
of proxies;
8.7 all rulings made and directions given (if any) by the chairperson at the
scheme meeting;
8.8 the relevant portions of documents and reports submitted or tabled at the
scheme meeting, which bear on the merits or demerits of the scheme, including
copies thereof; and
8.9 the main points of any other proposal which was submitted to the scheme
meeting, and what transpired in respect thereof.
9. The report required by this Honourable Court from the chairperson shall
comply with the requirements of section FE of the Practice Manual of this
Honourable Court.
10. The Applicant shall procure that there is made available at the
abovementioned registered office of the Applicant (and the notice of the
scheme meeting which is published and sent to scheme members shall include a
statement that it will be so available), a copy of the chairperson"s report to
the Court, free of charge, to any scheme member on request, during a period of
at least 1 (one) week prior to the date fixed by this Honourable Court for the
chairperson to report back to this Honourable Court.
11. Registered shareholders who hold certificated ordinary shares in the
Applicant and shareholders who hold dematerialised ordinary shares in the
Applicant through a CSDP or broker and have "own name" registration, who wish
to vote by proxy, should tender as their proxy, the form of proxy referred to
in paragraph 4.5 of this Order. In addition, forms of proxy may be handed to
the chairperson up to 10 (ten) minutes before the scheme meeting is due to
commence.
12. Shareholders who hold dematerialised ordinary shares in the Applicant
through a CSDP or broker and do not have "own name" registration, who wish to
attend and vote at the scheme meeting should timeously inform their CSDPs or
brokers of their intention to attend and vote at the scheme meeting in order
for their CSDP or broker to issue them with the necessary authorisations to
attend the scheme meeting, or should they not wish to attend the scheme
meeting in person, they should timeously provide their CSDPs or brokers with
their voting instructions in order for their votes to be represented at the
scheme meeting.
By Order of the Court
Registrar
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 10:46:14 AM Produced by the JSE SENS Department
