Circular to Shareholders regarding:

Transcription

1 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION The definitions and interpretations commencing on page 10 of this Circular apply throughout this Circular, including these cover pages (unless the context indicates otherwise). Action required 1. This entire Circular is important and should be read with particular attention to the section entitled Action required by Shareholders, which commences on page If you are in any doubt as to what action to take, you should consult your Broker, CSDP, banker, accountant, attorney or other professional advisor immediately. 3. If you have disposed of all your Shares, please forward this Circular to the purchaser of such Shares or to the Broker, CSDP, banker or other agent through whom the disposal was effected. Circular to Shareholders regarding: BUSINESS CONNEXION GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1988/005282/06) Share code: BCX ISIN: ZAE A share code: BCA ISIN: ZAE ( BCX or the Company ) the Delisting of the A Shares from the Exchange; a Scheme in terms of section 114(1)(c) of the Companies Act, proposed by the Board between BCX and the Eligible Shareholders, in terms of which, if implemented, BCX will repurchase all the Scheme Shares, through the Scheme, for a cash consideration of R0.95 per Scheme Share; or a Voluntary Offer to the Eligible Shareholders, in terms of which, if implemented and to the extent that the Voluntary Offer is accepted, BCX will repurchase the Voluntary Offer Shares for a cash consideration of R0.85 per Voluntary Offer Share; and the implementation of the Proposed New Share Incentive Plans, and incorporating: a notice convening the Eligible Shareholder General Meeting; a notice convening the General Meeting; a Form of Proxy (green) in respect of the Eligible Shareholder General Meeting (for use by Certificated Eligible Shareholders and Dematerialised Eligible Shareholders with own-name registration only); a Form of Proxy (white) in respect of the General Meeting (for use by Certificated Shareholders and Dematerialised Shareholders with own-name registration only); a Form of Surrender (pink) (for use by Certificated Eligible Shareholders only) in respect of the Scheme; and a Form of Election (blue) (for use by Certificated Eligible Shareholders only) in respect of the Voluntary Offer. Corporate Advisor and Sponsor Attorneys Independent Expert Independent Reporting Accountant Date of issue: 31 July 2013 This Circular is only available in English. Copies of this Circular may be obtained during normal business hours from the registered office of BCX and the Transfer Secretary at their respective addresses set out in the Corporate information and advisors section of this Circular from the date of issue hereof until the date of the Meetings.

2 CORPORATE INFORMATION AND ADVISORS Company secretary and registered office J de Koker (CIS, HDip Company Law) Business Connexion Park North th Road Randjespark Midrand, 1685 South Africa (Private Bag X84, Halfway House, 1685) Corporate Advisor and Sponsor One Capital Advisory (Proprietary) Limited 17 Fricker Road Illovo, 2196 South Africa (PO Box , Sandton, 2146) One Capital Sponsor Services (Proprietary) Limited 17 Fricker Road Illovo, 2196 South Africa (PO Box , Sandton, 2146) Attorneys Edward Nathan Sonnenbergs Inc. 150 West Street Sandton, 2196 South Africa (PO Box , Sandton, 2146) Independent Expert BDO Corporate Finance (Proprietary) Limited 22 Wellington Road Parktown, 2193 South Africa (PO Box 1574, Houghton, 2041) Transfer Secretary Computershare Investor Services (Proprietary) Limited 70 Marshall Street Johannesburg, 2001 South Africa (PO Box 61051, Marshalltown, 2107) Independent Reporting Accountant KPMG Inc. KPMG Crescent 85 Empire Road Parktown, 2193 South Africa (Private Bag X9, Parkview, 2122)

3 TABLE OF CONTENTS Page CORPORATE INFORMATION AND ADVISORS Inside front cover ACTION REQUIRED BY SHAREHOLDERS 3 IMPORTANT DATES AND TIMES RELATING TO THE SCHEME AND THE VOLUNTARY OFFER 8 DEFINITIONS AND INTERPRETATIONS 10 CIRCULAR TO SHAREHOLDERS 1. Introduction Purpose of this Circular Background and rationale for the Delisting, Repurchase, Scheme and Voluntary Offer Authority to implement the Delisting, Repurchase, Scheme and Voluntary Offer and the Proposed New Share Incentive Plans Terms of the Delisting Conditions precedent to the Delisting Terms of the Scheme Scheme Consideration Settlement of the Scheme Consideration Conditions precedent to the Scheme Effects of the Scheme Dissenting Shareholders Terms of the Voluntary Offer The Voluntary Offer Price Settlement of the Voluntary Offer Price Conditions precedent to the Repurchase pursuant to the Voluntary Offer Effects of the Repurchase pursuant to the Voluntary Offer The Proposed New Share Incentive Plans Pro forma financial effects Historical financial information Adequacy of capital and solvency and liquidity test Share capital of the Company Major Shareholders Irrevocable Undertakings Directors and management of BCX Directors interests in Shares Disclosure required in terms of the Takeover Regulations Directors remuneration Independent Expert report 33 1

4 Page 30. Views of the Independent Board Directors responsibility statement Directors service contracts Litigation statement Material changes Tax implications Cash confirmation Expert s consents Expenses Documents available for inspection Meetings 36 Annexure I: Independent Expert s report 38 Annexure II: Directors and management 44 Annexure III: Independent Reporting Accountants report 46 Annexure IV: Pro forma financial information 48 Annexure V: Foreign shareholders and Exchange Control Regulations 55 Annexure VI: Sections 115 and 164 of the Companies Act 57 Annexure VII: Dealings in Shares by Shareholders that have provided Irrevocable Undertakings 62 Annexure VIII: Financial results 64 Annexure IX: Extracts of the Interim Results 122 Annexure X: Summary of the Proposed New Share Incentive Plans 126 Notice of Eligible Shareholder General Meeting 131 Notice of General Meeting 135 Form of Proxy for the General Meeting ( white) Form of Proxy for the Eligible Shareholder General Meeting ( green) Form of Election ( blue) Form of Surrender ( pink) Attached Attached Attached Attached 2

5 ACTION REQUIRED BY SHAREHOLDERS The definitions and interpretations commencing on page 10 of this Circular apply mutatis mutandis to this section. This Circular is important and requires your immediate attention. If you are in any doubt as to what action to take, please consult your Broker, CSDP, banker, accountant, attorney or other financial advisor. If you have disposed of your Shares, this Circular should be forwarded to the purchaser of such Shares or the Broker, CSDP or other agent through whom the disposal was effected. Please take careful note of the following provisions regarding the action required by Shareholders. The Eligible Shareholder General Meeting will be held at Business Connexion Fundi Auditorium, Business Connexion Park North, th Road, Randjespark, Midrand, 1685, on Friday, 30 August 2013 at 10:00, to consider and, if deemed fit, to pass (with or without modification) the Eligible Shareholder Resolutions recorded in the notice of the Eligible Shareholder General Meeting. A notice convening such Eligible Shareholder General Meeting is attached to, and forms part of, this Circular. The General Meeting will be held at Business Connexion Fundi Auditorium, Business Connexion Park North, th Road, Randjespark, Midrand, 1685, on Friday, 30 August 2013 at 10:30, or as soon as the Eligible Shareholder General Meeting convened for the same date and place shall have been concluded or adjourned, to consider and, if deemed fit, to pass (with or without modification) the Resolutions and the Proposed New Share Incentive Plans Resolutions recorded in the Notice of General Meeting. A notice convening such General Meeting is attached to, and forms part of, this Circular. 1. VOTING AND ATTENDANCE AT THE MEETINGS 1.1 If you have Dematerialised your Shares and do not have own-name registration Your Broker or CSDP should contact you to ascertain how you wish to cast your vote at the General Meeting and (if applicable) the Eligible Shareholder General Meeting and thereafter will cast your vote in accordance with your instructions. If you have not been contacted, it would be advisable for you to contact your Broker or CSDP and furnish them with your voting instructions. If your Broker or CSDP does not obtain voting instructions from you, it will be obliged to vote in accordance with the instructions contained in the custody agreement concluded between you and your Broker or CSDP. You must not complete the attached Form of Proxy for the General Meeting (white) or (if applicable) the Form of Proxy for the Eligible Shareholder General Meeting (green) Attendance and representation at the Meetings In accordance with the mandate between you and your Broker or CSDP you must advise your Broker or CSDP if you wish to attend the Meetings in person or electronically as contemplated in the Notices and your Broker or CSDP will issue the necessary letter of representation to you to attend the Meetings. 1.2 If you are a Certificated Shareholder or if you are a Dematerialised Shareholder with own-name registration You may attend the General Meeting and (if applicable) the Eligible Shareholder General Meeting in person or participate electronically as contemplated in the Notices, and you may vote at the Meetings. Alternatively, you may appoint a proxy to represent you at the Meetings by completing the relevant attached Forms of Proxy (white and/or green) in accordance with the instructions 3

6 they contain and return it to the Transfer Secretary, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), to be received at least 48 hours before the commencement of the Meetings (or the adjournment of the Meetings). Should you return such Form of Proxy to the Transfer Secretary at either of the above addresses less than 48 hours before the Meetings, you will also be required to furnish a copy of such Form of Proxy (white and/or green) to the Chairman of the General Meeting and (if applicable) the Eligible Shareholder General Meeting before the appointed proxy exercises any of your Shareholder rights at the Meetings (or any adjournment of the Meetings). 2. ELECTION PROCEDURE FOR ELIGIBLE SHAREHOLDERS 2.1 If you are a Certificated Eligible Shareholder If you wish to surrender your Eligible A Shares prior to the implementation of the Scheme, you must complete the attached Form of Surrender (pink) and lodge it together with your Documents of Title in accordance with the instructions contained therein and return it to the Transfer Secretary to be received by 12:00 on the Scheme Record Date. If you wish to make either the Continuation Election and/or the Exit Election in terms of the Voluntary Offer, you must properly complete the attached Form of Election (blue) and lodge it together with your Documents of Title in accordance with the instructions contained therein and return it to the Transfer Secretary to be received by 12:00 on the Voluntary Offer Record Date. Eligible Shareholders that fail to make the Exit Election in the manner required and prior to the date and time stipulated above will be deemed to have made the Continuation Election in respect of all their Eligible A Shares. Eligible Shareholders are advised that if the Scheme is approved and becomes operative, the Voluntary Offer will not be implemented. Alternatively, if the Scheme is not approved and does not become operative but the Voluntary Offer becomes operative, then the Voluntary Offer will be implemented. Accordingly, if Eligible Shareholders wish to make an election, prior to the results of the Meetings being published by BCX on SENS in anticipation of either the Scheme or the Voluntary Offer becoming operative, such Eligible Shareholders should complete and lodge both the attached Form of Surrender (pink) and the Form of Election (blue) in accordance with the procedures referred to above. In such instance, Eligible Shareholders electing to sell their Eligible A Shares would be able to do so for the Scheme Consideration, in the event that the Scheme becomes operative, or for the Voluntary Offer Price, in the event that the Scheme does not become operative but the Voluntary Offer becomes operative. 2.2 If you are a Dematerialised Eligible Shareholder with or without own-name registration Your CSDP or Broker should contact you in the manner stipulated in the agreement concluded between you and your CSDP or Broker to determine which election you wish to make in terms of the Scheme and the Voluntary Offer. If your CSDP or Broker does not contact you, you are advised to contact your CSDP or Broker and furnish the CSDP or Broker with your election instructions in the manner and by the cut off time stipulated by your CSDP or Broker in terms of the custody agreement between you and your CSDP or Broker. If your CSDP or Broker does not obtain instructions from you, they will be obliged to act in terms of your mandate furnished to them. You must not complete the attached Form of Surrender (pink) or Form of Election (blue). Eligible Shareholders are advised that if the Scheme is approved and becomes operative, the Voluntary Offer will not be implemented. Alternatively, if the Scheme is not approved and does not become operative but the Voluntary Offer becomes operative, then the Voluntary Offer will be implemented. Accordingly, if Eligible Shareholders wish to make an election, prior to the results of the Meetings being published by BCX on SENS in anticipation of either the Scheme or the Voluntary Offer becoming operative, such Eligible Shareholders should notify their CSDP or Broker accordingly in accordance with the procedures referred to above. In such instance, Eligible Shareholders electing to sell their Eligible A Shares would be able to do so for the Scheme Consideration, in the event that the Scheme becomes operative, or for the Voluntary Offer Price, in the event that the Scheme does not become operative but the Voluntary Offer becomes operative. 4

7 3. SETTLEMENT OF THE SCHEME CONSIDERATION FOR SCHEME PARTICIPANTS 3.1 Dematerialised Eligible Shareholders with or without own-name registration If the Scheme becomes operative, you will have your account held at your CSDP or Broker credited with the Scheme Consideration and debited with the Scheme Shares you are transferring to BCX on the Scheme Operative Date, or if you are a Dissenting Shareholder who subsequently becomes a Scheme Participant pursuant to paragraph of this Circular, on the date set out in paragraph of this Circular. You must not complete the attached Form of Surrender (pink). 3.2 Certificated Eligible Shareholders If the Scheme becomes operative and you have surrendered your Documents of Title and completed Form of Surrender (pink) to the Transfer Secretary on or before 12:00 on the Scheme Record Date, the Scheme Consideration will be posted to you, at your own risk, on the Scheme Operative Date unless you elect to receive the Scheme Consideration by way of an EFT on the Form of Surrender (pink), in which case, the Scheme Consideration will be paid to the bank account nominated by you in Part C of the Form of Surrender (pink) on the Scheme Operative Date If the Scheme becomes operative and you surrender your Documents of Title and completed Form of Surrender (pink) after 12:00 on the Scheme Record Date, the Transfer Secretary will only post the Scheme Consideration to you, at your risk, or pay it to you by way of an EFT (if you elected that option in the Form of Surrender (pink)), within five Business Days of receipt of your Documents of Title and Form of Surrender (pink), provided that should you: be a Dissenting Eligible Shareholder who subsequently becomes a Scheme Participant envisaged in paragraph of this Circular, you will still need to submit your Documents of Title, together with a completed Form of Surrender (pink), to the Transfer Secretary and payment of the Scheme Consideration will be posted to you or paid to you by way of EFT (if you elect that option on the Form of Surrender (pink)) on the date set out in paragraph of this Circular; and fail to submit your Documents of Title and completed Form of Surrender (pink) to the Transfer Secretary or in respect of a Dissenting Shareholder who subsequently becomes a Scheme Participant pursuant to paragraph below, the Scheme Consideration payable to such Scheme Participant will be held in trust by BCX (or any third party nominated by it for this purpose) for the benefit of the Eligible Shareholder concerned for a maximum period of three years, after which period such funds shall be made over to the Guardian s fund of the High Court. For the avoidance of doubt, no interest will accrue on any such funds held by BCX (or its nominee) If you wish to surrender your Documents of Title in anticipation of the Scheme becoming operative: (a) you should complete the Form of Surrender (pink) in accordance with its instructions and return it, together with your Documents of Title, to the Transfer Secretary, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107); and (b) it should be noted that you will not be able to Dematerialise or deal in your A Shares between the date of surrender of your Documents of Title and the Scheme Operative Date or, if the Scheme does not become operative, the date on which your Documents of Title are returned to you pursuant to paragraph below Documents of Title surrendered prior to 12:00 on the Scheme Record Date, in anticipation of the Scheme becoming operative, will be held in trust by the Transfer Secretary, at the risk of the Certificated Eligible Shareholder, pending the Scheme becoming operative. For the avoidance of doubt, no interest will accrue on any funds held by the Transfer Secretary. Should the Scheme not become operative, any Documents of Title surrendered and held by the Transfer Secretary will be posted by registered post in South Africa at the risk of the Certificated Eligible Shareholder within five Business Days from the date of receipt of the Documents of Title or the date on which it becomes known that the Scheme will not become operative, whichever is later. 5

8 4. SETTLEMENT OF THE VOLUNTARY OFFER PRICE FOR VOLUNTARY OFFER PARTICIPANTS 4.1 Dematerialised Eligible Shareholders with or without own-name registration If the Voluntary Offer becomes operative and you elect to accept the Voluntary Offer by virtue of making the Exit Election, you will have your account held at your CSDP or Broker credited with the Voluntary Offer Price and debited with the Voluntary Offer Shares you are transferring to BCX on the Voluntary Offer Operative Date. You must not complete the Form of Election (blue). 4.2 Certificated Eligible Shareholders If the Voluntary Offer becomes operative and you have surrendered your Documents of Title and completed Form of Election (blue), in respect of such Eligible A Shares for which you have made the Exit Election, to the Transfer Secretary on or before 12:00 on the Voluntary Offer Record Date, the Voluntary Offer Price will be posted to you, at your own risk, on the Voluntary Offer Operative Date unless you elect to receive the Voluntary Offer Price by way of an EFT on the Form of Election (blue), in which case, the Voluntary Offer Price will be paid to the bank account nominated by you in Part D of the Form of Election (blue) on the Voluntary Offer Operative Date If the Voluntary Offer becomes operative and you fail to surrender your Documents of Title and completed Form of Election (blue), in respect of such Eligible A Shares for which you have made the Exit Election, prior to 12:00 on the Voluntary Offer Record Date, such Eligible Shareholder will be deemed to have made the Continuation Election in respect of all their Eligible A Shares and will therefore not receive the Voluntary Offer Price If you wish to surrender your Documents of Title in anticipation of the Voluntary Offer becoming operative: (a) you should complete the Form of Election (blue) in accordance with its instructions and return it, together with your Documents of Title, to the Transfer Secretary, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107); and (b) it should be noted that you will not be able to Dematerialise or deal in your A Shares between the date of surrender of your Documents of Title and the Voluntary Offer Operative Date or, if the Voluntary Offer does not become operative, the date on which your Documents of Title are returned to you pursuant to paragraph below Documents of Title surrendered prior to 12:00 on the Voluntary Offer Record Date, in anticipation of the Voluntary Offer becoming operative, will be held in trust by the Transfer Secretary, at the risk of the Certificated Eligible Shareholder, pending the Voluntary Offer becoming operative. For the avoidance of doubt, no interest will accrue on any funds held by the Transfer Secretary Should the Voluntary Offer not become operative, any Documents of Title surrendered and held by the Transfer Secretary will be posted by registered post in South Africa at the risk of the Certificated Eligible Shareholder within five Business Days from the date of receipt of the Documents of Title or the date on which it becomes known that the Voluntary Offer will not become operative, whichever is later If the Scheme is approved and becomes operative, the Voluntary Offer will not be implemented. 5. VALIDITY OF FORM OF SURRENDER (PINK) AND FORM OF ELECTION (BLUE) In respect of Certificated Eligible Shareholders, BCX reserves the right, in its sole and absolute discretion, to: (a) treat as invalid a Form of Surrender (pink) and Form of Election (blue) not accompanied by valid Documents of Title; (b) treat as invalid a Form of Surrender (pink) and Form of Election (blue) which have not been fully completed or which have been incorrectly completed; and/or (c) require proof of the authority of the person signing the Form of Surrender (pink) and Form of Election (blue) where such proof has not yet been lodged with, or recorded by, the Transfer Secretary. 6

9 6. CERTIFICATED TRANSFERS Where physical Documents of Title have been surrendered, no receipts will be issued to Eligible Shareholders for the Form of Surrender (pink)/form of Election (blue) and the Documents of Title lodged with the Transfer Secretary, unless specifically requested by such Eligible Shareholders in writing. Lodging agents who require special transaction receipts are requested to prepare such receipts and submit them for stamping together with the Documents of Title lodged. 7. LOST OR DESTROYED DOCUMENTS OF TITLE IN RESPECT OF CERTIFICATED ELIGIBLE SHAREHOLDERS If Documents of Title have been lost or destroyed, Scheme Participants or Voluntary Offer Participants should nevertheless return the Form of Surrender (pink) or Form of Election (blue), duly signed and completed. The Transfer Secretary shall issue a suitable indemnity form to such Eligible Shareholder, such indemnity form to be in a form and substance acceptable to BCX (in its sole and absolute discretion) and BCX and the Transfer Secretary must be satisfied that the Documents of Title have been lost or destroyed. Only upon receipt of such indemnity form duly completed and signed by such Eligible Shareholder to be received by 12:00 on the Scheme Record Date or the Voluntary Offer Record Date, whichever date is applicable, shall BCX consider the action taken by such Eligible Shareholder in terms of the Scheme or Voluntary Offer, whichever becomes operative. 7

10 IMPORTANT DATES AND TIMES RELATING TO THE SCHEME AND THE VOLUNTARY OFFER The definitions and interpretations commencing on page 10 of this Circular shall apply to this Important dates and times relating to the Scheme and Voluntary Offer section Circular posted to Shareholders on Last day to trade Shares in order to be recorded in the Register on the General Meeting Record Date on Last day to trade A Shares in order to be recorded in the Register on the Eligible Shareholder General Meeting Record Date on Eligible Shareholder General Meeting Record Date being 17:00 on General Meeting Record Date being 17:00 on Last date for Eligible Shareholders to give notice to BCX objecting to the Eligible Shareholder Resolution to adopt the Scheme being 08:00 on Eligible Shareholder General Meeting to be held at Business Connexion Fundi Auditorium, Business Connexion Park North, th Road, Randjespark, Midrand, 1685 at 10:00 on General Meeting to be held at Business Connexion Fundi Auditorium, Business Connexion Park North, th Road, Randjespark, Midrand, 1685 at 10:30 on Results of the Meetings published on SENS on Last date for BCX to send Dissenting Shareholders notices of the adoption of the special Eligible Shareholder Resolution to adopt the Scheme on Wednesday, 31 July Friday, 16 August Friday, 16 August Friday, 23 August Friday, 23 August Friday, 30 August Friday, 30 August Friday, 30 August Friday, 30 August Friday, 13 September Settlement dates should the Scheme become operative Expected Scheme Finalisation Date announcement published on SENS on Expected Scheme LDT on Expected Suspension of listing of A Shares at the commencement of trade on the Exchange on Expected Scheme Record Date on Expected Scheme Operative Date on Expected date of payment of the Scheme Consideration to be paid electronically or posted to Certificated Eligible Shareholders (if the Form of Surrender (pink) and Documents of Title are received by the Transfer Secretary on or before 12:00 on the Scheme Record Date) on Dematerialised Scheme Participants expected to have their accounts held at their CSDP or Broker debited with the Scheme Shares and credited with the Scheme Consideration on Expected termination of listing of the A Shares on the JSE at the commencement of trade on Monday, 16 September Friday, 27 September Monday, 30 September Friday, 4 October Monday, 7 October Monday, 7 October Monday, 7 October Tuesday, 8 October 8

11 2013 Settlement dates should the Voluntary Offer become operative Expected Voluntary Offer Finalisation Date announcement published on SENS on Expected Voluntary Offer LDT on Expected Suspension of listing of A Shares at the commencement of trade on the Exchange on Expected Voluntary Offer Record Date in order for Eligible Shareholders to make the Continuation Election and/or Exit Election in respect of some or all of their Eligible A Shares and the date on which Forms of Election (blue) must be received by 12:00 on Expected Voluntary Offer Operative Date on Expected date of payment of the Voluntary Offer Price to be paid electronically or posted to Certificated Eligible Shareholder (if the Form of Election (blue) and Documents of Title are received by the Transfer Secretary on or before 12:00 on the Voluntary Offer Record Date) on Dematerialised Voluntary Offer Participants expected to have their accounts held at their CSDP or Broker debited with the Voluntary Offer Shares and credited with the Voluntary Offer Price on Expected termination of listing of the A Shares on the JSE at the commencement of trade on Monday, 2 September Friday, 13 September Monday, 16 September Friday, 20 September Monday, 23 September Monday, 23 September Monday, 23 September Wednesday, 25 September Notes: 1. The above dates and times are subject to such change. Any such change will be published on SENS once approved by the JSE and/or the Takeover Panel, if required. 2. Shareholders should note that, as trade in Shares on the JSE is settled through Strate, settlement of trades takes place five Business Days after the date of such trades. Therefore, Shareholders who acquire Shares on the Exchange after the last day to trade in Shares in order to be recorded in the Register on the General Meeting Record Date and the Eligible Shareholder General Meeting Record Date will not be entitled to vote at the Meetings. 3. Dematerialised Shareholders, other than those with own-name registration, must provide their CSDP or Broker with their instructions for voting at the Meetings by the cut-off time and date stipulated by their CSDP or Broker in terms of their respective custody agreements. 4. No dematerialisation or rematerialisation of Shares may take place from the Business Day following the Scheme LDT or the Voluntary Offer LTD. 5. If the Meetings are adjourned or postponed, Forms of Proxy submitted for the initial Meetings will remain valid in respect of any adjournment or postponement of the Meetings. 6. Shareholders who wish to exercise their Appraisal Rights are referred to Annexure VI of this Circular for purposes of determining the relevant timing for the exercise of their Appraisal Rights. 7. All times referred to in this Circular are South African Standard Time. 9

12 DEFINITIONS AND INTERPRETATIONS In this Circular, unless the context indicates a contrary intention, a word or an expression which denotes any gender includes the other genders, a natural person includes a juristic person and vice versa, the singular includes the plural and vice versa and the following words and expressions bear the meanings assigned to them below: A Shares A Shareholders Appraisal Rights Appraisal Rights Offer A shares with a par value of 0.59 cents each in the issued A ordinary share capital of BCX, all of which are currently listed on the Exchange and collectively comprising of the BEE A Shares and the Eligible A Shares; collectively, the BEE A Shareholders and the Eligible Shareholders; the rights afforded to Shareholders in terms of section 164 of the Companies Act as set out in Annexure VI to this Circular; an offer made by BCX to a Dissenting Shareholder in terms of section 164(11) of the Companies Act; Attorney or ENS Edward Nathan Sonnenbergs Inc. (registration number 2006/018200/21), a company duly incorporated in accordance with the laws of South Africa; BBBEE Act BCG Management A Share Trust means the Broad-based Black Economic Empowerment Act, No. 53 of 2003; the trustees for the time being of the BCX Management A Share Trust, a trust lodged with the Master of the High Court under reference number IT 2538/10; BCX or the Company Business Connexion Group Limited (registration number 1988/005282/06), a company duly incorporated in accordance with the laws of South Africa and listed on the main board of the Exchange; BEE BEE A Shareholders BEE A Shares Board or Directors Broker Business Day Cautionary Announcement Certificated Eligible A Shares Certificated Eligible Shareholders means black economic empowerment as contemplated in the BBBEE Act and the DTI Codes; the registered holders of BEE A Shares; A Shares issued to predominantly BEE participants in terms of the transaction approved by Ordinary Shareholders on 8 September 2010 and as further detailed in the Circular to Shareholders dated 17 August 2010; the board of directors of BCX as at the Last Practicable Date; a stockbroker as defined in the Financial Markets Act; any day other than a Saturday, Sunday or official public holiday in South Africa; the cautionary announcement published by BCX on SENS on 9 May 2013 wherein Shareholders were advised, inter alia, that the Company is pursuing the Delisting in compliance with the Delisting Undertaking; Eligible A Shares which are not dematerialised and are represented by share certificates or other physical Documents of Title; Eligible Shareholders who hold Certificated Eligible A Shares and are recorded in the Register on the General Meeting Record Date and the Eligible Shareholder General Meeting Record Date; 10

13 Certificated Shares Certificated Shareholders Circular Common Monetary Area Companies Act Companies Regulations Continuation Election Controlling Shareholder Corporate Advisor and Sponsor or One Capital Court CSDP Delisting Delisting Undertaking Dematerialised Shares that have not been Dematerialised and are represented by share certificates or other physical Documents of Title; Shareholders who hold Certificated Shares; this bound document, dated Wednesday, 31 July 2013, addressed to Shareholders and which includes all annexures, the Notices, the Forms of Proxy (white and green), Form of Surrender (pink) and Form of Election (blue); South Africa, the Republic of Namibia and the Kingdoms of Lesotho and Swaziland; the Companies Act, No. 71 of 2008, as amended, from time to time together with the Companies Regulations; the Companies Regulations, 2011, promulgated under the Companies Act, as amended from time to time; the election by an Eligible Shareholder, at its discretion, not to participate in the Voluntary Offer in respect of such Eligible A Shares so elected and therefore to retain such Eligible A Shares post the Delisting, which Eligible A Shares will consequently not be subject to the Repurchase or deemed election in the event of not timeously making the Exit Election; any Shareholder that, together with his or its associates and any other party with whom such Shareholder has an agreement or arrangement or understanding, whether formal or informal, relating to any voting rights attaching to Shares, can exercise, or cause to be exercised, 35% or more of the voting rights of all Shares; collectively, One Capital Advisory (Proprietary) Limited (registration number 2009/021943/07) and its wholly-owned subsidiary, One Capital Sponsor Services (Proprietary) Limited, registration number 2000/023249/07, trading as One Capital, being private companies duly incorporated in accordance with the laws of South Africa; any South African court with competent jurisdiction to approve the implementation of the special resolutions set out in the Notices pursuant to section 115 (Special Resolution 2 detailed in the Notice of General Meeting and Special Resolution 1 detailed in the Notice of Eligible Shareholder General Meeting) of the Companies Act and/or to determine the fair value of the applicable Shares pursuant to section 164(14) of the Companies Act; a participant, as defined in section 1 of the Financial Markets Act, authorised by a licenced central securities depository as a participant in that central securities depository in terms of the depository rules as contemplated in section 31 of the Financial Markets Act; the proposed termination of the listing of the A Shares on the Exchange; the undertaking from BCX to the Issuer Regulation Division of the JSE in terms of which BCX undertook to delist the A Shares from the Exchange, pursuant to the UCS Transaction and further details of which are set out in this Circular; the process by which physical share certificates are replaced with electronic records evidencing ownership of shares for the purpose of Strate, being uncertificated securities as defined in section 1 of the Financial Markets Act; 11

14 Dematerialised Eligible Shareholders Eligible Shareholders who hold Dematerialised Eligible A Shares; Dematerialised Shares Dematerialised Shareholders Dematerialised Eligible A Shares Detailed Terms Announcement Dissenting Shareholders Documents of Title DTI Code EFT Eligible A Shares Shares that have been Dematerialised or have been issued in Dematerialised form, and are held on a sub-register of Shareholders administered by a CSDP; Shareholders who hold Dematerialised Shares; Eligible A Shares that have been Dematerialised; the detailed terms announcement published by BCX on SENS on 5 June 2013 wherein Shareholders were advised of the Company s intention to implement the Delisting and the Repurchase by way of the Scheme or the Voluntary Offer; Shareholders who validly exercise their Appraisal Rights by demanding, in terms of sections 164(5) and 164(8) of the Companies Act, that the Company pay to them the fair value of all of their Shares; an Eligible A Share certificate, certified transfer deed, balance receipt or any other document of title acceptable to BCX in respect of Eligible A Shares; means the Department of Trade and Industry s BBBEE Codes of Good Practise issued on 9 February 2007 in terms of section 9(1) of the BBBEE Act; electronic funds transfer; A Shares issued by BCX to UCS pursuant to the UCS Transaction, which are freely transferable on the Exchange. These Shares comprise of all A Shares listed on the Exchange other than the BEE A Shares; Eligible Shareholder General Meeting the general meeting of Eligible Shareholders to be held at Business Connexion Fundi Auditorium, Business Connexion Park North, th Road, Randjespark, Midrand, 1685 on Friday, 30 August 2013, at 10:00 to consider and, if deemed fit, approve (with or without modification) the Eligible Shareholder Resolutions recorded in the Notice of Eligible Shareholder General Meeting; Eligible Shareholder General Meeting Record Date Eligible Shareholder Resolutions Eligible Shareholders EPS Exchange Exchange Control Regulations the last time and date to be recorded in the Register in order for Eligible Shareholders to be eligible to attend, speak and vote at Eligible Shareholder General Meeting (or any adjournment thereof), which is expected to be 10: 00 on Friday, 30 August 2013; the special and ordinary resolutions to be approved by the requisite majority of Eligible Shareholders at the Eligible Shareholder General Meeting, to authorise, inter alia, the Scheme; Shareholders who hold Eligible A Shares, which Shareholders are eligible for participation in the Repurchase, and therefore the Scheme and Voluntary Offer. Eligible Shareholders excludes the BEE A Shareholders; earnings per Ordinary Share; the securities exchange operated by the JSE; the Exchange Control Regulations 1961, as amended, from time to time, issued in terms of section 9 of the Currency and Exchanges Act, No. 9 of 1933, as amended, from time to time; 12

15 Exit Election Financial Effects Financial Markets Act Foreign Shareholders Form of Election Form of Surrender Forms of Proxy Gadlex the election by an Eligible Shareholder, at its discretion, to accept the Voluntary Offer in respect of such Eligible A Shares so elected and therefore to dispose of such Eligible A Shares to BCX, which Eligible A Shares will consequently be subject to the Repurchase; unaudited and unreviewed pro forma financial effects of the Scheme and the Voluntary Offer, as the case may be; Financial Markets Act, No. 19 of 2012, as amended, form time to time; a Shareholder who is a non-resident of South Africa, as contemplated in the Exchange Control Regulations; the form of election, surrender and transfer (blue) attached to and forming part of this Circular for use by Certificated Eligible Shareholders only who wish to make the Continuation Election and/ or the Exit Election in respect of some or all of their Eligible A Shares in terms of the Voluntary Offer; the form of surrender and transfer (pink) attached to and forming part of this Circular for use by Certificated Eligible Shareholders only who wish to surrender their Eligible A Shares in terms of the Scheme; the forms of proxy attached to and forming part of this Circular in respect of the Meetings (white and green) for use by Certificated Shareholders and Dematerialised Shareholders with own-name registration only; Gadlex (Proprietary) Limited (registration number 2001/016929/07), a private company duly incorporated in accordance with the laws of South Africa; Gadlex Holdings Gadlex Holdings (Proprietary) Limited (registration number 2001/016924/07), a private company duly incorporated in accordance with the laws of South Africa; General Meeting General Meeting Record Date Group HEPS IFRS Income Tax Act Independent Board the general meeting of Shareholders to be held at Business Connexion Fundi Auditorium, Business Connexion Park North, th Road, Randjespark, Midrand, 1685 on Friday, 30 August 2013, at 10:30 or as soon thereafter following the conclusion of the Eligible Shareholder General Meeting, to consider and, if deemed fit, approve (with or without modification) the Resolutions and Proposed New Share Incentive Plans Resolutions recorded in the Notice of General Meeting; the last time and date to be recorded in the Register in order for Shareholders to be eligible to attend, speak and vote at the General Meeting (or any adjournment thereof), which is expected to be Friday, 23 August 2013 at 17:00; BCX and its associates and subsidiaries from time to time; headline earnings per Ordinary Share; International Financial Reporting Standards as issued by the International Accounting Standards Board from time to time; the Income Tax Act, No. 58 of 1962, as amended, from time to time; collectively AC Ruiters, J John and M Lehobye, being the Directors that the Company has indicated are independent directors for purposes of the Companies Regulations; 13

16 Independent Expert or BDO Independent Reporting Accountants or KPMG Initial Scheme Interim Results Irrevocable Parties Irrevocable Shares Irrevocable Undertakings JSE Last Practicable Date Listings Requirements Lock-in Provisions Meetings MOI NAV Notices Notice of General Meeting Notice of the Eligible Shareholder General Meeting NTAV Offer Period Ordinary Shares BDO Corporate Finance (Proprietary) Limited (registration number 1983/002903/07), a private company duly incorporated in accordance with the laws of South Africa; KPMG Inc. (registration number 1999/021543/21), a company duly incorporated in accordance with the laws of South Africa; the scheme of arrangement in terms of sections 114(1)(c) and 114(1)(e) of the Companies Act proposed by the Board between BCX and its A Shareholders in August 2011 which scheme did not subsequently become operative; the reviewed consolidated financial results of BCX for the six months ended 28 February 2013; the parties who have provided Irrevocable Undertakings as set out in paragraph 24 of this Circular; A Shares, being the Shares which are subject to the Irrevocable Undertakings; the undertakings entered into between BCX and the Irrevocable Parties in terms of which the Irrevocable Parties have undertaken in respect of the Irrevocable Shares, to vote in favour of the Resolutions and the Eligible Shareholder Resolution at the Meetings; JSE Limited (registration number 2005/022939/06), a public company duly incorporated in accordance with the laws of South Africa and licensed to operate as an exchange under the Financial Markets Act; Monday, 20 July 2013, being the last practicable date prior to the finalisation of this Circular; the JSE Limited Listings Requirements, as amended from time to time; provisions attaching to the BEE A Shares set out in the MOI and pursuant to a notionally funded structure attaching to the BEE A Shares in terms of which the BEE A Shareholders are restricted from disposing their BEE A Shares until 31 August 2015, full details of which are set out in the circular to Shareholders dated 17 August 2010; collectively, the General Meeting and the Eligible Shareholder General Meeting; the memorandum of incorporation of BCX; net asset value; collectively, the Notice of General Meeting and the Notice of Eligible Shareholder General Meeting; the notice of the General Meeting forming part of this Circular; the notice of the Eligible Shareholder General Meeting forming part of this Circular; net tangible asset value; the period commencing on the date of posting this Circular to Shareholders being Wednesday, 31 July 2013 and ending on the Scheme Operative Date or the Voluntary Offer Operative Date, as the case may be; ordinary shares with a par value of R0.59 each in the issued ordinary share capital of BCX, all of which are currently listed on the Exchange; 14

17 Ordinary Shareholders the registered holders of Ordinary Shares; Proposed New Share Incentive Plans collectively, the Forfeitable Share Plan and Share Appreciation Right Plan which shall be constituted for the Qualifying Employees, as soon as reasonably possible after the General Meeting, further details of which are set out in Annexure X; Proposed New Share Incentive Plans Resolutions Qualifying Employees Rand or R Register Remaining Eligible Shareholders Repurchase Resolutions SARB Scheme Scheme Conditions Precedent Scheme Consideration Scheme Finalisation Date Scheme LDT the ordinary and special resolutions to be approved by the requisite majority of Shareholders at the General Meeting, to authorise (i) the Proposed New Share Incentive Plans in terms of section 14 of the Listings Requirements, (ii) the share issue in terms of section 41 of the Companies Act and (iii) financial assistance in terms of sections 44 and 45 of the Companies Act; Group executive and senior management of BCX; South African Rand, the official currency of South Africa; BCX s securities register and all sub-registers; Eligible Shareholders who continue to hold Eligible A Shares following the implementation of the Delisting, being such Eligible Shareholders who made (or who have been deemed to have made) the Continuation Election in respect of all or some of their Eligible A Shares in the instance where the Voluntary Offer is implemented; the repurchase up to Eligible A Shares from the Eligible Shareholders pursuant to the Voluntary Offer or the Scheme, in terms of section 48(8) and section 114(1)(c) of the Companies Act and paragraph 5.69 of the Listings Requirements; the ordinary and special resolutions to be approved by the requisite majority of Shareholders at the General Meeting, which will authorise the Repurchase pursuant to the Voluntary Offer, in terms of section 48(8) of the Companies Act and paragraph 5.69 of the Listings Requirements, and the Delisting; the South African Reserve Bank; the scheme of arrangement in terms of section 114(1)(c) of the Companies Act, proposed by the Board between BCX and its Eligible Shareholders, which scheme of arrangement is more fully described in paragraph 7 of this Circular, in terms of which BCX will, if the Scheme becomes operative, acquire all of the Scheme Shares held by Scheme Participants, and the Scheme Participants shall be obliged to sell all of the Scheme Shares to BCX, for the Scheme Consideration; the conditions precedent to which the Scheme is subject, as set out in paragraph 10 of this Circular; the cash consideration payable by BCX to the Scheme Participants in terms of the Scheme, being R0.95 per Scheme Share; the date on which all the Scheme Conditions Precedent shall have been fulfilled or waived, as the case may be; Eligible Shareholders last day to trade Eligible A Shares on the Exchange in order to be recorded in the Register on the Scheme Record Date, which date is expected to be Friday, 27 September 2013; 15

18 Scheme Operative Date Scheme Participants Scheme Record Date Scheme Shares SENS Shares Shareholders South Africa or RSA Strate STT the date on which the Scheme becomes operative and the Scheme Participants receive the Scheme Consideration in exchange for BCX acquiring their Scheme Shares, being the first Monday immediately following the Scheme Record Date or such other date as the JSE may direct; those Eligible Shareholders who hold Eligible A Shares and are recorded in the Register at the close of business on the Scheme Record Date, which Eligible Shareholders will receive the Scheme Consideration in exchange for BCX repurchasing their Eligible A Shares in terms of the Scheme; the date on, and time at which, an Eligible Shareholder must be recorded in the Register in order to receive the Scheme Consideration should the Scheme become unconditional, being the close of business on the first Friday following the Scheme LDT, or such other date as the JSE may direct; Eligible A Shares held by Scheme Participants on the Scheme Record Date, which Eligible A Shares will be acquired by BCX pursuant to the Scheme; Stock Exchange News Service of the JSE; collectively, the A Shares and the Ordinary Shares; collectively, the Ordinary Shareholders, BEE A Shareholders and Eligible Shareholders; the Republic of South Africa; Strate Limited (registration number 1998/022242/06), a public company duly incorporated in accordance with the laws of South Africa, and which is licensed to operate in terms of the Financial Markets Act; Securities Transfer Tax levied in terms of the Securities Transfer Tax Act, 2007, as amended, from time to time; Takeover Panel the Takeover Regulation Panel established in terms of section 196 of the Companies Act; Takeover Regulations Transfer Secretary UCS UCS Transaction VAT Voluntary Offer the Takeover Regulations issued in terms of section 120 of the Companies Act, as amended, from time to time; Computershare Investor Services (Proprietary) Limited (registration number 2004/003647/07), a company duly incorporated in accordance with the laws of South Africa; Capital Eye Investments Limited (previously UCS Group Limited (registration number 1993/002253/06), a company duly incorporated in accordance with the laws of South Africa); the transaction in terms of which BCX acquired the shares of and claims in certain of the underlying subsidiaries of UCS, as further detailed in the circular to Shareholders dated 9 March 2011; value-added tax levied in terms of the South African Value-Added Tax Act, No. 89 of 1991, as amended, from time to time; the offer from BCX to Eligible Shareholders to repurchase the Eligible A Shares and in terms of which the Eligible Shareholders can elect, at their discretion, to sell none, all or a portion of their Eligible A Shares to BCX, which offer is more fully described in paragraph 13 of this Circular; 16