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BCX - joint finalisation announcement
Shareholders of BCX and Telkom (“Shareholders”) are referred to the Circular issued by BCX in respect of, inter alia, (i) the proposed scheme of arrangement in terms of section 114 (i) (c), read with section 115 of the Companies Act ("Scheme of Arrangement"), in terms of which Telkom will acquire the ordinary shares from the Ordinary Scheme Participants ("Ordinary Scheme") and (ii) the proposed Scheme of Arrangement in terms of which Telkom will acquire the A shares from the A Scheme Participants or alternatively, the A Shares will be repurchased by BCX prior to implementation of the Ordinary Scheme.
Further to this, Shareholders are advised that all the Conditions to the Ordinary Scheme that were required to be fulfilled have been fulfilled, including the following:
- the receipt of the conditional approval (in writing) from the Competition Authorities for the Proposed Transaction in terms of the Competition Act, which conditions were acceptable to BCX and Telkom; and
- the issue of a compliance certificate in relation to the Ordinary Scheme by the Takeover Regulation Panel.
Therefore all Conditions to the Ordinary Scheme as detailed per the Circular have been fulfilled and the Ordinary Scheme is now unconditional. In terms of the Ordinary Scheme, each BCX shareholder will receive R6.60 for every BCX ordinary share held by it.
The JSE has also given its written approval for the delisting of BCX Shares.
Amendment to implementation agreement
BCX Shareholders are also advised that the implementation agreement entered into between BCX and Telkom on 21 May 2014, as amended by addenda entered into, has been amended on 5 August 2015 to ensure that the Affected Transaction Call Option is implemented on the Operative Date of the Scheme to ensure that both Ordinary Scheme Participants and Affected Transaction Call Option Participants are settled with the Ordinary Scheme Consideration and Affected Transaction Call Option Consideration respectively on the same day and as was intended by all parties.
Final salient dates and times
The timetable for the finalisation and implementation of the Scheme is as follows:
- Fulfilment Date -- Wednesday,5 August 2015
- Finalisation announcement released on SENS -- Thursday, 6 August 2015
- Finalisation announcement published in the South African press -- Friday, 7 August 2015
- Last day to trade in Scheme BCX Shares in order to be recorded in the Register on the Scheme Record Date (Scheme Last Day to Trade) -- Friday, 14 August 2015
- Suspension of listing of BCX Shares on the JSE -- Monday, 17 August 2015
- Scheme Record Date on which Shareholders must be recorded in the Register to receive the Scheme Consideration -- Friday, 21 August 2015
- Operative Date of the Scheme -- Monday, 24 August 2015
- Scheme Consideration posted/paid to Certificated Shareholders (provided their Forms of Surrender and Transfer together with their document/s of title are received on or prior to 12:00 on the Scheme Record Date) on or about Monday, 24 August 2015
- Dematerialised Shareholders to have their accounts with their CSDP or broker credited with the Scheme Consideration on Monday, 24 August 2015
- Termination of listing of BCX Shares at commencement of trade on the JSE Tuesday, 25 August 2015
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