| Fri 29 Oct 2010, 14:58 | | CCI/IPL - Imperial/CIC Holdings Limited - Fulfilment of Outstanding Conditions |
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CCI IPL
CCI IPL
CCI/IPL - Imperial/CIC Holdings Limited - Fulfilment of Outstanding Conditions
Precedent and Finalisation Announcement
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")
FULFILMENT OF OUTSTANDING CONDITIONS PRECEDENT AND FINALISATION ANNOUNCEMENT
Shareholders are referred to the SENS announcement dated, 21 October 2010
relating to, inter alia, the successful sanctioning of the scheme of arrangement
by the High Court of Namibia and the approval of the merger by the South African
Competition Tribunal.
Shareholders are hereby advised that the merger has been approved by the
Namibian Competition Commission subject to two conditions. Both these conditions
were acceptable to Imperial and CIC. The first condition was of an
administrative nature and the second relates to a future undertaking to
introduce local participation in the Namibian operations of CIC`s business in
due course.
Shareholders are further advised that Imperial has waived the procedural
conditions referred to in the announcement of 21 October 2010 after appropriate
undertakings were received from CIC.
The last outstanding condition, namely the registration of the Court Order
sanctioning the scheme, has now also been fulfilled and shareholders are advised
that the Court Order has been duly registered by the Registrar of Companies
(Namibia).
Accordingly all conditions precedent to the scheme have therefore been
fulfilled.
As detailed in the circular sent to CIC shareholders on 2 September 2010,
salient dates and times relating to the final implementation of the scheme are
as follows:
2010
Last day to trade to become a scheme Friday, 5 November
participant, on
Shares suspended as from commencement of Monday, 8 November
trade on
Scheme consideration record date on which Friday, 12 November
scheme participants must be recorded in
the register to receive the scheme
consideration, on
Operative date of the scheme from Monday, 15 November
commencement of trade, on
Date on which the scheme consideration Monday, 15 November
will be made available to the scheme
participants, on
Listing terminates at commencement of Tuesday, 16 November
trade on
29 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: 29/10/2010 14:58:02 Produced by the JSE SENS Department.
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