| Fri 8 Dec 2006, 16:39 | | Consol Limited - Important dates and times in resp |
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CSL
CSL
Consol Limited - Important dates and times in respect of the scheme
Consol Limited
(Incorporated in the Republic of South Africa)
Registration number 1946/021828/06
Share code: CSL
ISIN: ZAE000063251
("Consol")
IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME
1. INTRODUCTION
Consol shareholders ("shareholders") are referred to the announcement dated 4
December 2006 in which shareholders were advised that a consortium of investors
led by Ethos Private Equity Fund V, acting through Main Street 504 (Proprietary)
Limited ("Newco"), submitted to the board of directors of Consol a firm
intention to make an offer to acquire the entire issued share capital of Consol
("the offer"). The offer is to be implemented by way of a scheme of arrangement
in terms of section 311 of the Companies Act 61 of 1973, as amended, to be
proposed by Newco between Consol and all of its shareholders ("the scheme").
The purpose of this announcement is to inform shareholders of the important
dates and times in respect of the scheme.
2. IMPORTANT DATES AND TIMES
Application to convene a scheme meeting order Tuesday, 19 December 2006
granted by the High Court
Circular providing further information on the
offer and containing, inter alia, a notice of
scheme meeting, an order of the High Court,
forms of proxy and a form of surrender will be
posted to shareholders
Friday, 22 December 2006
Last day to trade in Consol shares in order to
be recorded in the register to vote at the
scheme meeting Wednesday, 3 January 2007
Record date by 17:00 on which shareholders must
be recorded in the register in order to vote at
the scheme meeting Wednesday, 10 January 2007
Last day for receipt of forms of proxy for the
scheme meeting by 09:00 on Thursday, 11 January 2007
Scheme meeting to be held at Consol House,
Osborn Road, Wadeville at 09:00 on Monday, 15 January 2007
Results of the scheme meeting, published on SENS Monday, 15 January 2007
Report of chairman of the scheme meeting Monday, 15 January 2007
available for inspection
Results of the scheme meeting, published in the Tuesday, 16 January 2007
press
High Court hearing to sanction the scheme Tuesday, 23 January 2007
Announcement of the outcome of the High Court
application to sanction the scheme, published on
SENS Tuesday, 23 January 2007
Announcement of the outcome of the High Court
application to sanction the scheme, published in Wednesday, 24 January 2007
the press
Expected date for approval from the competition Thursday, 1 March 2007
authorities
If the scheme is sanctioned and all conditions
precedent are fulfilled:
Last day to trade in Consol shares for
shareholders to be eligible to receive the
purchase consideration Friday, 9 March 2007
Suspension of listing of shares at commencement
of trading on Monday, 12 March 2007
Record date by 17:00 on which shareholders must
be recorded in the register in order to receive
the purchase consideration
Friday, 16 March 2007
The scheme consideration is expected to be
posted or electronically transferred (as the
case may be) to certificated scheme participants
whose documents of title are received by the
transfer secretaries before 12:00 on Friday, 16
March 2007 on or about Monday, 19 March 2007
or
Failing receipt of documents of title before
12:00 on Friday, 16 March 2007, within five
business days of receipt thereof by the transfer
secretaries.
The scheme consideration is expected to be
credited to the dematerialised scheme
participants" accounts held at their CSDP or
broker and share balances updated on Monday, 19 March 2007
Operative date of the scheme, at the Monday, 19 March 2007
commencement of trading on
Consol shares delisted from the commencement of Tuesday, 20 March 2007
trade on
Notes:
The above dates and times are subject to change. Any such change will be
published on SENS and in the press. Any reference to time is a reference to
South African time.
If a form of proxy is not received by the time and date shown above, it may be
handed to the chairman of the scheme meeting up to 10 minutes before the
commencement of the scheme meeting or any adjournment thereof.
Shareholders should note that as Consol is settling through STRATE, settlement
for trade takes place 5 business days after such trade. Therefore shareholders
who acquire shares after Wednesday, 3 January 2007 will not be eligible to vote
at the scheme meeting.
If you wish to dematerialise your shares, please contact a CSDP or your broker.
It should be noted that you will only be able to dematerialise or rematerialise
your shares on or prior to Friday, 9 March 2007.
Investment bank and sponsor to Consol
Standard Bank
Corporate law advisers to Consol
Taback & Associates (Proprietary) Limited
Lead private equity sponsor to Newco
Ethos Private Equity Limited
Attorneys and tax advisers to Newco
Webber Wentzel Bowens
Lead debt funding arranger and underwriter
Rand Merchant Bank (a division of FirstRand Bank Limited)
Legal adviser to the funders
Deneys Reitz
Financial adviser to Newco
Rand Merchant Bank (a division of FirstRand Bank Limited)
Wadeville
8 December 2006
Date: 08/12/2006 04:39:14 PM Produced by the JSE SENS Department
