| Mon 30 Apr 2007, 10:02 | | ECO - Edcon - Fulfilment of conditions precedent a |
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ECO ECOP
ECO
ECO - Edcon - Fulfilment of conditions precedent and final important
dates and times in respect of the preference scheme
Edgars Consolidated Stores Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022751/06)
Share code:
JSE: ECOP
ISIN: ZAE000018396
("Edcon")
FULFILMENT OF CONDITIONS PRECEDENT AND FINAL IMPORTANT DATES AND
TIMES 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 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 preference scheme.
2 FULFILMENT OF CONDITIONS PRECEDENT
Preference shareholders are advised that as of Monday, 30 April
2007 all conditions precedent to which the preference scheme is
subject have been fulfilled.
3 FINAL IMPORTANT DATES AND TIMES
Preference 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announcement and the circular are no longer applicable.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 preference
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 preference shares on the JSE in order Friday, 4 May
to be recorded in the register on the record date of the
preference scheme
Suspension of Edcon`s listing on the JSE from the Monday, 7 May
commencement of business
Consideration record date of the preference scheme on Friday, 11 May
which preference shareholders must be recorded in the
register in order to be eligible to receive the
preference scheme consideration
Operative date of the preference scheme, from the Monday, 14 May
commencement of business
Termination of Edcon`s listing on the JSE from the Friday, 25 May
commencement of business
The preference scheme consideration will be posted on the operative date to
certificated preference 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 preference 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 preference scheme participants will have their accounts held
at their CSDP or broker credited with the preference 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 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: 30/04/2007 10:02:01 Produced by the JSE SENS Department.
