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JD Group/Connection - Scheme Of Arrangement - Extension Of Return DATE
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
(Share code: JDG ISIN: ZAE000030771)
("JDG")
Connection Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1997/005390/06)
(Share code: CCT ISIN: ZAE000042529)
("Connection")
SCHEME OF ARRANGEMENT - EXTENSION OF RETURN DATE
1. Introduction
Further to the announcement published by JDG and Connection on 28 October 2005
relating to the results of the scheme meeting convened to consider a scheme of
arrangement in terms of section 311 of the Companies Act No 61 of 1973, as
amended ("the Act"), proposed by JDG between Connection and its shareholders
("the scheme") (other than Software Connection (Proprietary) Limited (a wholly
owned subsidiary of Connection) in respect of its 3 636 514 treasury shares and
Connection Group Holdings Share Trust Scheme, in respect of its 7 166 297
shares) ("the excluded members") - (the ordinary members other than the excluded
members are hereinafter referred to as "the scheme members"), Connection
shareholders are advised that the High Court of South Africa (Witwatersrand
Local Division) ("the Court") today, being Tuesday, 8 November 2005, extended
the return date for the sanctioning of the scheme to 29 November 2005, with the
right to extend same thereafter, if need be, until the scheme conditions
precedent (in particular condition 2.3 below) are fulfilled provided, however,
that all such conditions shall be fulfilled by not later than 31 March 2006.
2. Scheme conditions precedent
The implementation of the scheme is still subject to and will only become
operative upon the fulfilment, by no later than 31 March 2006, of the following
conditions precedent:
2.1 the Court sanctioning the scheme;
2.2 a certified copy of the Order of Court sanctioning the scheme being
registered by the Registrar in terms of the Act; and
2.3 the unconditional approval of the Competition Authorities.
3. Salient dates and times
It is anticipated that the scheme will be implemented according to the revised
salient dates and times contained in the announcement dated 28 October 2005
published by JDG and Connection. These dates and times are subject to change and
any such change will be released on the Securities Exchange News Service
("SENS") of the JSE Limited and published in the press.
4. Further announcement
A further announcement regarding the fulfilment of the remaining conditions
precedent and any update to the salient dates and times will be released on SENS
and published in the press.
Johannesburg
8 November 2005
Financial advisor and transaction sponsor to JDG
ABSA
Corporate & Merchant Bank
Corporate Finance
Absa Bank Limited
Reg. No. 1986/004794/06
Merchant bank and sponsor to Connection
Rand Merchant Bank
A division of FirstRand Bank Limited
Independent advisor to Connection
Investec
Corporate Finance
Investec Bank Limited
(Registration number 1969/004763/06)
Attorneys to JDG
Feinsteins
Attorneys
(Levy, Feinsteins & Associates Inc)
(Registration number 1995/001716/21)
Corporate law advisors to Connection
PAUL BOTHA &
ASSOCIATES (PTY) LTD
Sponsor to JDG
PSG Capital
Date: 08/11/2005 05:09:35 PM Produced by the JSE SENS Department
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