ECOP - Edcon - Fulfilment Of Condition Precedent A26 Apr 2007
ECO   ECOP
 ECO                                                                             
ECOP - Edcon - Fulfilment Of Condition Precedent And Update In Respect Of The   
              Preference Scheme                                                 
Edgars Consolidated Stores Limited                                              
(Incorporated in the Republic of South Africa)                                  
(Registration number 1946/022751/06)                                            
Share code:                                                                     
JSE: ECOP                                                                       
ISIN : ZAE000018396                                                             
("Edcon")                                                                       
FULFILMENT OF CONDITION PRECEDENT AND UPDATE IN RESPECT OF THE PREFERENCE SCHEME
1.   INTRODUCTION                                                               
Edcon preference shareholders ("preference shareholders") are referred to - 
    -    the announcement dated Thursday, 8 February 2007 in which, inter alia, 
         preference shareholders were advised of the scheme of arrangement      
         ("preference scheme") proposed by Elephant Acquisition (BC)            
(Proprietary) Limited (formerly known as Main Street 522 (Proprietary) 
         Limited) ("Newco") between Edcon and the preference shareholders of    
         Edcon;                                                                 
    -    the announcement dated Friday, 16 March 2007 which set out the         
important dates and times in respect of the preference scheme;         
    -    the circular to preference shareholders dated Friday, 16 March 2007;   
    -    the announcement dated Monday, 16 April 2007 advising that the         
         preference scheme was approved by the requisite majority of preference 
shareholders; and                                                      
    -    the announcement dated Tuesday, 24 April 2007 advising that the        
         preference scheme was sanctioned by the High Court of South Africa     
         (Witwatersrand Local Division), subject to the approval of the         
Competition Tribunal and the Exchange Control Division of the South    
         African Reserve Bank.                                                  
2.   FULFILMENT OF CONDITION PRECEDENT AND PREFERENCE SCHEME UPDATE             
    Preference shareholders are referred to the announcement by the Competition 
Tribunal on Wednesday, 25 April 2007 that it had unconditionally approved   
    the offer by Newco.                                                         
    Newco and Edcon are working toward finalising the remainder of the          
    conditions precedent and, based upon the expected timing, anticipate the    
operative date for the preference scheme to be on Monday, 14 May 2007.      
3.   FINAL IMPORTANT DATES AND TIMES                                            
    A further announcement with the final important dates and times will be     
    released on SENS and published in the press as soon as they are determined  
having regard to the dates of fulfillment of the conditions precedent.      
Johannesburg                                                                    
26 April 2007                                                                   
Enquiries                                                                       
Edcon:                                                                          
Investor Relations:                                                             
Tessa Christelis                                                                
Tel: +27 11 495 6545                                                            
Cell: +27 82 601 3061                                                           
Financial adviser to Edcon                                                      
Caliburn Partnership Pty Limited                                                
Legal adviser to Edcon                                                          
Werksmans Inc.                                                                  
Transactional sponsor and equity capital markets adviser to Edcon               
Merrill Lynch South Africa (Proprietary) Limited                                
Independent adviser to the Edcon Board                                          
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited   Financial      
advisers to Newco                                                               
Citigroup Global Markets (Pty) Limited                                          
Credit Suisse                                                                   
Standard Bank                                                                   
South African legal adviser to Newco                                            
Webber Wentzel Bowens                                                           
International legal advisers to Newco                                           
Kirkland & Ellis International LLP                                              
Private equity sponsor and transaction arranger for Newco                       
Bain Capital LLC                                                                
Debt arrangers and providers to Newco                                           
Barclays                                                                        
ABSA Capital                                                                    
Credit Suisse                                                                   
Deutsche Bank                                                                   
Date: 26/04/2007 16:24:14 Produced by the JSE SENS Department.