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JD Group Limited/ Connection - Competition Tribunal Approval
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")
COMPETITION TRIBUNAL APPROVAL
1. Introduction
Further to the announcement published by JDG and Connection on 8 November 2005
relating to the 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 (Pty)
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), shareholders are advised that the Competition Tribunal
has approved the merger on an unconditional basis.
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
remaining conditions precedent:
2.1 the High Court of South Africa (Witwatersrand Local Division) ("the Court")
sanctioning the scheme; and
a certified copy of the Order of Court sanctioning the scheme being registered
by the Registrar in terms of the Act.
3. Salient dates and times
The expected dates and times in relation to the scheme, for the attention of
Connection shareholders, are set out below:
2005
Court hearing to sanction the Tuesday, 29 November
scheme on
Announcement of Court sanctioning Tuesday, 29 November
of the scheme published on the
Securities Exchange News Service
("SENS") on
Announcement of Court sanctioning Wednesday, 30 November
of the scheme published in the
press on
If the scheme is sanctioned and
implemented:
Last day to trade for shareholders
to be eligible to receive the
scheme consideration on (after
which no dematerialisation or
rematerialisation of
Connection share certificates may Thursday, 8 December
take place)
Suspension of listing of Connection Friday, 9 December
shares on the JSE Limited ("JSE")
at commencement of trading on
Last day on which shareholders must Thursday, 15 December
be recorded in the register in
order to receive the scheme
consideration by close of trading
on
Operative date of the scheme at the Monday, 19 December
commencement of trading on
Scheme consideration posted to Monday, 19 December
certificated scheme participants
(if documents of title are received
on or prior to the record date) on
or about
or, failing receipt of documents of
title on or before the record date,
within five business days of
receipt thereof by the transfer
secretaries
Dematerialised scheme participants Monday, 19 December
who have their accounts held at
their CSDP/broker, credited with
the scheme consideration on
Termination of listing of the Tuesday, 20 December
Connection shares on the JSE at the
commencement of trading on
These dates and times are subject to change. Any such change will be released on
SENS and published in the press.
4. Further announcement
A further announcement regarding the fulfilment of the remaining conditions
precedent will be released on SENS and published in the press.
Johannesburg
25 November 2005
Financial advisor and transaction sponsor to JDG
ABSA
Corporate & Merchant Bank
Attorneys to JDG
Feinsteins Attorneys
(Levy, Feinsteins & Associates Inc.
Merchant bank and sponsor to Connection
Rand Merchant Bank
A division of FirstRand Bank Limited
Corporate legal advisors to Connection
PAUL BOTHA &
ASSOCIATES (PTY) LTD
Independent advisor to Connection
Investec Corporate Finance
Investec Bank Limited
Sponsor to JDG
PSG Capital
Date: 25/11/2005 11:22:02 AM Produced by the JSE SENS Department
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