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TKG BCX
TKG BCX
BCX / Telkom - Results of the Court Hearing to Sanction the BCX Scheme
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 COURT HEARING TO SANCTION THE BCX SCHEME
1. RESULTS OF THE HEARING
Further to the announcement released on the Securities Exchange News
Service ("SENS") of the JSE Limited on Monday, 12 June 2006 and in the
press on Tuesday, 13 June 2006, shareholders of BCX are advised that:
1.1 The scheme of arrangement ("the scheme") in terms of section 311 of
the Companies Act, 1973, as amended, proposed by Telkom between BCX
and its shareholders, has been sanctioned by the High Court of South
Africa (Witwatersrand Local Division) ("the Court") on Tuesday, 20
June 2006. The order sanctioning the scheme is subject to the
Competition Authorities approving the proposed acquisition in terms of
the Competition Act, 1998 (Act 89 of 1998), by 15 December 2006 or
such later date as may be agreed between BCX and Telkom.
1.2 The scheme is still subject to the fulfillment of 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.
2. CONDITIONS PRECEDENT
The remaining outstanding conditions precedent to the scheme are the
registration of the Order of Court sanctioning the scheme by the Registrar
of Companies and the approval by the Competition Authorities of the
proposed acquisition as outlined in paragraph 1.1 above.
3. FURTHER ANNOUNCEMENTS
Further announcements regarding the final salient dates and times of the
scheme and details of the surrender procedure for scheme shares, will be
released on SENS and published in the press in due course.
Sandton
20 June 2006
Investment Bank to BCX Attorneys to BCX and the Financial advisor and
scheme sponsor to Telkom
(Investec Corporate (Cliffe Dekker Inc) (UBS)
Finance)
Transaction sponsor Reporting accountants and Attorneys to Telkom
auditors
(Investec Bank) (Deloitte & Touche) (Werksmans Inc.)
Sponsor to BCX Independent advisor to BCX
board of directors
(Rand Merchant Bank (A (Deloitte & Touche
division of FirstRand Bank Corporate Finance)
Limited))
Date: 20/06/2006 04:36:06 PM Produced by the JSE SENS Department
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