| Thu 21 Oct 2010, 11:27 | | CCI/IPL - CIC Holdings Limited/Imperial Holdings Limited - Joint |
|
CCI IPL
CCI IPL
CCI/IPL - CIC Holdings Limited/Imperial Holdings Limited - Joint
announcement: sanctioning of scheme and South African Competition Tribunal
approval
CIC Holdings Limited
(Incorporated in the Republic of Namibia)
(Registration number 95/502)
(Registered as an external company in the Republic of South Africa)
(Registration number 1996/002672/10)
JSE share code: CCI
ISIN: NA0009174278
("CIC")
Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/021048/06)
JSE share code: IPL
ISIN: ZAE000067211
("Imperial")
JOINT ANNOUNCEMENT: SANCTIONING OF SCHEME AND SOUTH AFRICAN COMPETITION
TRIBUNAL APPROVAL
Shareholders are referred to the SENS announcements dated, 28 September 2010
and 13 October 2010.
Shareholders are hereby advised that:
- the High Court of Namibia duly sanctioned the scheme of arrangement on
Wednesday, 20 October 2010; and
- the South African Competition Tribunal unconditionally approved the
merger between Imperial and CIC on Wednesday, 20 October 2010.
Shareholders are further advised that the implementation of the scheme of
arrangement remains conditional on the following regulatory conditions:
- the registration of the Court Order sanctioning the scheme by the
Registrar of Companies (Namibia); and
- the approval of the Namibian Competition Authorities (either
unconditionally or subject to conditions acceptable to both CIC and
Imperial).
Following the fulfilment of the above regulatory conditions the scheme will
remain conditional on the following procedural conditions, which will be
fulfilled automatically on the operative date of the scheme and the scheme
consideration settlement date, if:
- no dividend, distribution of any nature, or similar payment, other than
dividends in the normal course and on the same basis as dividends have
been calculated and paid historically, is declared by CIC between the
date of the announcement on 13 July 2010 and the operative date of the
scheme; and
- prior to the scheme consideration settlement date, CIC does not, except
in pursuance of a contract entered into earlier, undertake any of the
actions referred to in Rule 19 of the SRP Code, without the prior
written consent of the SRP and of Imperial which consent shall not
unreasonably be withheld or delayed.
Further announcements regarding the fulfilment or otherwise of the above
conditions will be released on SENS in due course.
21 October 2010
Transaction advisor and sponsor to CIC: PSG Capital (Proprietary) Limited
Legal advisors to CIC in Namibia: Engling Stritter & Partners
Sponsor to Imperial: Merrill Lynch SA (Proprietary) Limited
Legal advisors to Imperial: Tugendhaft Wapnick Banchetti and Partners
Corporate advisor to Imperial: Investec Bank Limited
Communication advisor to Imperial: Brunswick Group LLP
Date: 21/10/2010 11:27:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
