| Mon 16 Apr 2007, 11:02 | | ECO/ ECN - Edcon - Results of the Ordinary Scheme |
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ECO
ECO
ECO/ ECN - Edcon - Results of the Ordinary Scheme Meeting
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")
RESULTS OF THE ORDINARY SCHEME MEETING
1. 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 (collectively
"excluded shareholders"));
- the announcement dated Friday, 16 March 2007 which set out the
important dates and times in respect of the ordinary scheme; and
- the circular to ordinary shareholders dated Friday, 16 March 2007
("circular").
2. RESULTS OF THE ORDINARY SCHEME MEETING
Ordinary shareholders are advised that -
- the ordinary scheme was approved by the ordinary scheme members
holding in excess of 80% of the ordinary shares of Edcon (other than
ordinary shares held by excluded shareholders). Such approval was given
at the ordinary scheme meeting held on Monday, 16 April 2007 and exceed
the requisite majority of votes required for the approval of the ordinary
scheme; and
- it is expected that application will be made to the High Court of
South Africa (Witwatersrand Local Division) on Tuesday, 24 April 2007 at
10:00 or so soon thereafter as counsel may be heard for the sanctioning
of the ordinary scheme. The court is located at the High Court Building,
Von Brandis Square, corner Pritchard and Von Brandis Streets,
Johannesburg.
3. OUTSTANDING CONDITIONS PRECEDENT
Ordinary shareholders are reminded that the ordinary scheme is still
subject to the fulfilment of certain conditions precedent, the details
of which are set out on page 31 of the circular.
4. CHAIRMAN`S REPORT
A copy of the chairman`s report on the ordinary scheme meeting will be
available to any ordinary scheme member on request, free of charge,
from Tuesday, 17 April 2007 until the date on which application is made
to the High Court to sanction the ordinary scheme, which is expected to
be Tuesday, 24 April 2007, during normal business hours, at the
registered office of Edcon, Edgardale, 1 Press Avenue, Crown Mines,
2092.
5. FURTHER ANNOUNCEMENTS
A further announcement regarding the results of the Court hearing and
the final important dates and times for the ordinary scheme will be
released on SENS and published in the press after the Court hearing.
On behalf of the Independent Committee of the Board of Directors of Edcon
Johannesburg
16 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 Newco
markets adviser to Edcon Webber Wentzel Bowens
Merrill Lynch South Africa (Proprietary)
Limited International legal advisers to
Newco
Namibian Sponsor Kirkland & Ellis International LLP
IJG Securities (Pty) Limited
Private equity sponsor and
Independent adviser to the Edcon Board transaction arranger for Newco
PricewaterhouseCoopers Corporate Finance Bain Capital LLC
(Proprietary) Limited
Debt arrangers and providers to
Newco
Barclays
ABSA Capital
Credit Suisse
Deutsche Bank
Date: 16/04/2007 11:02:01 Produced by the JSE SENS Department.
