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ECO
ECO
ECO - Edcon - Fulfilment of condition precedent and update 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 CONDITION PRECEDENT AND UPDATE 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;
- the circular to ordinary shareholders dated Friday, 16 March 2007;
- the announcement dated Monday, 16 April 2007 advising that the
ordinary scheme was approved by the requisite majority of ordinary
shareholders; and
- the announcement dated Tuesday, 24 April 2007 advising that the
ordinary 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 ORDINARY SCHEME UPDATE
Ordinary 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 ordinary 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
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: 26/04/2007 16:25:01 Produced by the JSE SENS Department.
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