| Mon 12 Jun 2006, 16:57 | | BCX / Telkom - Results Of The BXC Scheme Meeting |
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TKG BCX
TKG BCX
BCX / Telkom - Results Of The BXC Scheme Meeting
Business Connexion Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005282/06)
Share code: BCX & ISIN: ZAE000054631
("BCX")
Telkom SA Limited
(Incorporated in the Republic of South Africa)
(Registration number 1991/005476/06)
Share code: TKG & ISIN: ZAE000044897
("Telkom")
RESULTS OF THE BCX SCHEME MEETING
RESULTS OF THE MEETING
Further to the announcement published on the Securities Exchange News Service
("SENS") of the JSE Limited on Tuesday, 16 May 2006 and in the press on
Wednesday, 17 May 2006, BCX shareholders are advised that:
The scheme of arrangement ("the scheme") in terms of section 311 of the
Companies Act, 1973, as amended, proposed by Telkom SA Limited ("Telkom")
between BCX and its shareholders, has been approved by 99.58% of votes exercised
by BCX"s shareholders present and voting either in person or by proxy at the
scheme meeting held on Monday, 12 June 2006.
Application will be made to the High Court of South Africa (Witwatersrand Local
Division) ("the Court") on Tuesday, 20 June 2006 at 10:00 or as soon thereafter
as Counsel may be heard for the sanctioning of the scheme. The Court is located
in the High Court Building, Von Brandis Square, corner Pritchard and Von Brandis
Streets, Johannesburg.
The scheme is still subject to the fulfillment of, inter alia, the conditions
precedent set out in paragraph 2 below, but once the scheme becomes operative,
scheme participants will be entitled to receive 900 cents for every scheme share
held on the record date for the scheme. Telkom has furthermore agreed to BCX
paying a dividend of 25 cents per BCX share prior to the implementation of the
scheme.
CONDITIONS PRECEDENT
The remaining outstanding conditions precedent to the scheme are the sanctioning
of the scheme by the Court, the registration by the Registrar of Companies in
South Africa ("Registrar") of the Order of Court sanctioning the scheme and the
approval by the Competition Authorities of 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.
CHAIRMAN"S REPORT
A copy of the Chairman"s report on the scheme meeting will be available for
inspection to BCX shareholders from Tuesday, 13 June 2006 during normal business
hours from the registered offices of BCX, Business Connexion Park North, 789
16th Road, Randjespark, Midrand or from the office of the transfer secretaries,
Ultra Registrars (Pty) Limited, 11 Diagonal Street, Johannesburg.
FURTHER ANNOUNCEMENT
Further announcements regarding the outcome of the application to the Court,
final salient dates and times of the scheme and details of the surrender
procedure for scheme shares, will be made to shareholders in due course.
Sandton
12 June 2006
Investment Bank to BCX Attorneys to BCX and the Financial advisor and
scheme sponsor to Telkom
(Investec Corporate (Cliffe Dekker Inc logo) (UBS logo)
Finance logo)
Transaction sponsor Reporting accountants and Attorneys to Telkom
auditors
(Investec Bank logo) (Deloitte & Touche logo) (Werksmans Inc. logo()
Date: 12/06/2006 04:57:18 PM Produced by the JSE SENS Department
