| Tue 21 Apr 2009, 16:32 | | CEL - Celcom - Court sanction of scheme of arrangement and update in regard to v |
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CEL
CEL
CEL - Celcom - Court sanction of scheme of arrangement and update in regard to v
cellular disposal, implementation of scheme of arrangement and delisting of
Celcom
CELCOM GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/021219/06)
JSE code: CEL ISIN: ZAE000087490
(the "company" or "Celcom")
COURT SANCTION OF SCHEME OF ARRANGEMENT AND UPDATE IN REGARD TO V CELLULAR
DISPOSAL, IMPLEMENTATION OF SCHEME OF ARRANGEMENT AND DELISTING OF CELCOM
Shareholders are referred to the "Results of Annual General Meeting and Scheme
Meeting" announcement released on SENS on 7 April 2009 and in the press on 8
April 2009 and to the circular issued to Celcom shareholders on 11 March 2009
detailing the above transactions ("the circular").
Shareholders are advised that the South Gauteng High Court (Johannesburg) today
sanctioned the scheme of arrangement.
Implementation of the scheme remains conditional on:
- the implementation of the V Cellular disposal, which in turn remains
conditional on the proceeds of the purchaser`s funding becoming
unconditionally available for drawdown; and
- registration of the Order of Court sanctioning the scheme by the Companies
and Intellectual Property Registration Office in terms of the Companies Act
(Act 61 of 1973).
It is anticipated that the remaining conditions will be fulfilled by Monday, 4
May 2009. In the circumstances, Celcom has extended the date for fulfilment of
the conditions to which the scheme of arrangement is subject and the revised
salient dates for implementation of the scheme are as follows (note 1):
2009
Expected last day to trade Celcom shares on the
JSE in order for scheme participants to be
eligible to receive the scheme consideration on Friday, 15 May
(note 2)
The listing of Celcom will be suspended at Monday, 18 May
commencement of business on
Expected scheme consideration record date, being
the date on which scheme members must be recorded
in the register of members of Celcom in order to
be scheme participants and so become entitled to Friday, 22 May
receive the scheme consideration, at 17h00 on
Expected operative date of the scheme, at the
commencement of trading on the JSE on Monday, 25 May
The scheme consideration expected to be
transferred or posted (as the case may be) to
certificated scheme participants whose documents
of title are received by the transfer secretaries Monday, 25 May
before 12h00 on Friday, 22 May 2009 on or about
Or
failing receipt of documents of title before
12h00 on Friday, 22 May 2009, within five
business days of receipt thereof by the transfer
secretaries
The scheme consideration is expected to be Monday, 25 May
credited to the accounts of dematerialised scheme
participants held at their CSDP or broker and
share balances updated on
The listing of Celcom will terminate at Tuesday, 26 May
commencement of business on
Notes:
1. The abovementioned times and dates may be subject to change. Any such
change will be published on SENS and in the press.
2. Shareholders may not dematerialise or rematerialise their existing ordinary
shares after Friday, 15 May 2009.
A further announcement regarding fulfilment of the remaining conditions will be
released in due course
21 April 2009
Corporate advisor, legal advisor and designated advisor
Java Capital (Proprietary) Limited
Attorneys to the scheme
Fluxmans Incorporated
Date: 21/04/2009 16:32:01 Produced by the JSE SENS Department.
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