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ECO ECOP
ECO
NSX - ECOP - Edcon - Results Of The Court Hearing In Respect Of The
Preference Scheme
Edgars Consolidated Stores Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022751/06)
Share codes:
JSE: ECOP
ISIN : ZAE000018396
("Edcon")
RESULTS OF THE COURT HEARING 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
("important dates announcement");
- the circular to preference shareholders dated Friday, 16 March 2007
("circular"); and
- the announcement dated Monday, 16 April 2007 advising that the
preference scheme was approved by the requisite majority of preference
shareholders.
2. RESULTS OF THE COURT HEARING
Preference shareholders are advised that the High Court of South
Africa (Witwatersrand Local Division) has today, Tuesday, 24 April
2007, sanctioned the preference scheme, subject to the conditions
precedent set out in 3.2 and 3.3 below.
3. OUTSTANDING CONDITIONS PRECEDENT
Preference shareholders are reminded that the preference scheme is
still subject to the fulfilment of the following conditions precedent
-
3.1 a certified copy of the Order of Court sanctioning the preference
scheme being registered by the Registrar of Companies in terms of the
Companies Act 61 of 1973;
3.2 the Competition Tribunal approving the offer by Newco in terms of
the Competition Act 89 of 1998. The Competition Commission has
recommended that the offer by Newco be approved without conditions and
has referred its recommendation to the Competition Tribunal for
ratification at a hearing to be held on Wednesday, 25 April 2007; and
3.3 the Exchange Control Division of the South African Reserve Bank
approving the offer and the interim and permanent funding secured by
the Newco group.
4. TIMETABLE
As a result of the two regulatory conditions precedent set out in 3.2
and 3.3 above being outstanding, preference shareholders are advised
that 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 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
24 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: 24/04/2007 13:11:12 Produced by the JSE SENS Department.
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