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TELKOM SA SOC LIMITED - Joint finalisation announc 6 Aug 2015
TKG BCX 201508060026A
Joint finalisation announcement in respect of the acquisition by Telkom of the entire issued share capital of BCX
BUSINESS CONNEXION GROUP LIMITED TELKOM SA SOC LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic South Africa)
(Registration number 1988/005282/06) (Registration number 1991/005476/30)
JSE code: BCX JSE code: TKG
ISIN: ZAE000054631 ISIN: ZAE000044897
("BCX" or the "Company") ("Telkom")
JOINT FINALISATION AND UPDATE ANNOUNCEMENT IN RESPECT OF TELKOM’S CASH
OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF BCX
Unless defined, terms used in this announcement shall bear the same meaning as per the circular
published by BCX on 11 July 2014 (“Circular”).
1. FULFILMENT OF SCHEME CONDITIONS
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:
1.1. 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
1.2. 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.
2. 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.
3. FINAL SALIENT DATES AND TIMES
The timetable for the finalisation and implementation of the Scheme is as follows:
2015
Fulfilment Date Wednesday,5 August
Finalisation announcement released on SENS Thursday, 6 August
Finalisation announcement published in the South African press Friday, 7 August
Last day to trade in Scheme BCX Shares in order to be recorded in Friday, 14 August
the Register on the Scheme Record Date (Scheme Last Day to
Trade)
Suspension of listing of BCX Shares on the JSE Monday, 17 August
Scheme Record Date on which Shareholders must be recorded in Friday, 21 August
the Register to receive the Scheme Consideration
Operative Date of the Scheme Monday, 24 August
Scheme Consideration posted/paid to Certificated Shareholders Monday, 24 August
(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
Dematerialised Shareholders to have their accounts with their Monday, 24 August
CSDP or broker credited with the Scheme Consideration on
Termination of listing of BCX Shares at commencement of trade on Tuesday, 25 August
the JSE
Notes:
1. All times given in this announcement are local times in South Africa.
2. Shareholders who hold BCX Shares on the Scheme Record Date (Friday, 21 August 2015)
will participate in the Scheme (i.e. sell their Scheme Shares to Telkom in accordance with the
Scheme for the Scheme Consideration).
3. BCX Shares may not be dematerialised or rematerialised after the Scheme Last Day to
Trade.
Midrand
6 August 2015
Investment bank and corporate advisor to BCX: Investec Bank Limited
Transaction sponsor to BCX: Investec Bank Limited
Investment bank and corporate advisor to Telkom: Absa Bank Limited
Transaction sponsor to Telkom: Absa Bank Limited
Legal advisor to BCX and Telkom: Edward Nathan Sonnenbergs Incorporated
Sponsor to BCX: One Capital Sponsor Services Proprietary Limited
Sponsor to Telkom: The Standard Bank of South Africa Limited
Date: 06/08/2015 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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