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ECO
ECO
NSX - ECO - Edcon - Results Of The Court Hearing 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")
RESULTS OF THE COURT HEARING IN RESPECT OF THE ORDINARY SCHEME
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);
- 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 announcement dated Monday, 16 April 2007 advising that the
ordinary scheme was approved by the requisite majority of ordinary
shareholders.
2. RESULTS OF THE COURT HEARING
Ordinary shareholders are advised that the High Court of South Africa
(Witwatersrand Local Division) has today, Tuesday, 24 April 2007,
sanctioned the ordinary scheme, subject to the conditions precedent set out
in 3.2 and 3.3 below.
3. OUTSTANDING CONDITIONS PRECEDENT
Ordinary shareholders are reminded that the ordinary scheme is still
subject to the fulfilment of the following conditions precedent -
3.1 a certified copy of the Order of Court sanctioning the ordinary 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, ordinary 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
Namibian Sponsor
IJG Securities (Pty) 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 13:10:18 Produced by the JSE SENS Department.
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