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ECO
ECO
ECO - Edcon - Fulfilment of conditions precedent and final important dates and
times in respect of the Ordinary Scheme
Edgars Consolidated Stores Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022751/06)
Share codes: JSE: ECO
NSX: ECN
ISIN: ZAE000068649
("Edcon")
FULFILMENT OF CONDITIONS PRECEDENT AND FINAL IMPORTANT DATES AND TIMES IN
RESPECT OF THE ORDINARY SCHEME
INTRODUCTION
Edcon ordinary shareholders ("ordinary shareholders") are referred to -
- the announcement dated Thursday, 8 February 2007 in which, inter alia,
ordinary shareholders were advised of the scheme of arrangement ("ordinary
scheme") proposed by Elephant Acquisition (BC) (Proprietary) Limited
(formerly known as Main Street 522 (Proprietary) Limited) ("Newco") between
Edcon and the ordinary shareholders of Edcon (other than the holders of
treasury shares, and, to the extent necessary, the "A" ordinary shares);
- the announcement dated Friday, 16 March 2007 which set out the important
dates and times in respect of the ordinary scheme ("important dates
announcement");
- the circular to ordinary shareholders dated Friday, 16 March 2007
("circular"); and
- the announcements dated Monday, 16 April 2007, Tuesday, 24 April 2007 and
Thursday, 26 April 2007 advising of the fulfilment of various conditions
precedent to the ordinary scheme.
FULFILMENT OF CONDITIONS PRECEDENT
Ordinary shareholders are advised that as of Monday, 30 April 2007 all
conditions precedent to which the ordinary scheme is subject have been
fulfilled.
FINAL IMPORTANT DATES AND TIMES
Ordinary shareholders are reminded that due to the slight delay in fulfilment of
the regulatory conditions precedent, the important dates and times set out in
the important dates announcement and the circular are no longer applicable. The
revised important dates and times in respect of the ordinary scheme are set out
below:
2007
Finalisation date announcement once all conditions Monday, 30 April
precedent have been fulfilled released on SENS
Finalisation date announcement once all conditions Wednesday, 2 May
precedent have been fulfilled published in the press
Last day to trade ordinary shares on the JSE and NSX in Friday, 4 May
order to be recorded in the register on the record date
of the ordinary scheme
Suspension of Edcon`s listing on the JSE and NSX from Monday, 7 May
the commencement of business
Consideration record date of the ordinary scheme on Friday, 11 May
which ordinary shareholders must be recorded in the
register in order to be eligible to receive the ordinary
scheme consideration
Operative date of the ordinary scheme, from the Monday, 14 May
commencement of business
Termination of Edcon`s listing on the JSE and NSX from Friday, 25 May
the commencement of business
The ordinary scheme consideration will be posted on the operative date to
certificated ordinary scheme participants if the form of acceptance, surrender
and transfer and the document(s) of title are received by the transfer
secretaries on or prior to 12:00 on the consideration record date of the
ordinary scheme or, failing such receipt, within five business days of receipt
of the form of acceptance, surrender and transfer and the relevant document(s)
of title by the transfer secretaries.
Dematerialised ordinary scheme participants will have their accounts held at
their CSDP or broker credited with the ordinary scheme consideration.
No dematerialisation or rematerialisation of share certificates will take
place after Friday, 4 May 2007.
Notes:
The abovementioned times are South African times.
Johannesburg
30 April 2007
Enquiries
Edcon:
Investor Relations:
Tessa Christelis
Tel: +27 11 495 6545
Cell: +27 82 601 3061
Financial adviser to Edcon Financial advisers to Newco
Caliburn Partnership Pty Limited Citigroup Global Markets (Pty)
Limited
Legal adviser to Edcon Credit Suisse
Werksmans Inc. Standard Bank
Transactional sponsor and equity capital South African legal adviser to
markets adviser to Edcon Newco
Merrill Lynch South Africa (Proprietary) Webber Wentzel Bowens
Limited
International legal advisers to
Namibian Sponsor Newco
IJG Securities (Pty) Limited Kirkland & Ellis International LLP
Independent adviser to the Edcon Board Private equity sponsor and
PricewaterhouseCoopers Corporate Finance transaction arranger for Newco
(Proprietary) Limited Bain Capital LLC
Debt arrangers and providers to
Newco
Barclays
ABSA Capital
Credit Suisse
Deutsche Bank
Date: 30/04/2007 10:01:04 Produced by the JSE SENS Department. |
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