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CSL
CSL
CSL - Consol - 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
18 December 2006 in which shareholders were advised that Newshelf 809
(Proprietary) Limited ("Newshelf 809"), an entity affiliated with Brait
South Africa Limited ("Brait"), had 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 Newshelf 809 between Consol and all of its shareholders ("the scheme").
If the High Court does not convene the meeting of shareholders to consider
the scheme ("the scheme meeting"), or the scheme meeting having been
convened, the scheme does not become operative for any reason other than
the failure to obtain all the necessary regulatory approvals, Newshelf 809
will make a general offer to shareholders ("the general offer").
The purpose of this announcement is to inform shareholders of the important
dates and times in respect of the scheme. Should the general offer be made,
all dates and times pertinent thereto will be published on SENS and in the
press at such time.
2. IMPORTANT DATES AND TIMES
2007
Re-investment qualifying date: a
shareholder will be eligible for the
reinvestment alternative if the trade
through which it acquired beneficial
ownership of Consol shares occurred prior
to the time of announcement at 18:00 on Monday, 18 December
2006
Application to convene a scheme meeting
Order granted by the High Court Tuesday, 16 January
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
acceptance, surrender and election will
be posted to shareholders Friday, 19 January
Last day to trade in Consol shares in
order to be recorded in the register to
vote at the scheme meeting Thursday, 25 January
Record date by 17:00 on which
shareholders must be recorded in the
register in order to vote at the scheme
meeting Thursday, 1 February
Last day for receipt of forms of proxy
for the scheme meeting by 09:00 on Friday, 2 February
Scheme meeting to be held at Consol
House, Osborn Road, Wadeville at 09:00 on
Tuesday, 6 February
Results of the scheme meeting, published
on SENS Tuesday, 6 February
Results of the scheme meeting, published
in the press Wednesday, 7 February
Report of the chairman of the scheme
meeting available for inspection Wednesday, 7 February
Expected date for approval from the
Competition Authorities Monday, 5 March
High Court hearing to sanction the scheme
Tuesday, 13 March
Announcement of the outcome of the High
Court application to sanction the scheme,
published on SENS Tuesday, 13 March
Announcement of the outcome of the High
Court application to sanction the scheme,
published in the press Wednesday, 14 March
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 scheme consideration Friday, 23 March
Election date by which scheme
participants must have elected to receive
the cash consideration or the re-
investment alternative and those
elections must be delivered to the
transfer secretaries by 12:00 on Friday, 23 March
Suspension of listing of shares at
commencement of trading on Monday, 26 March
Record date by 17:00 on which
shareholders must be recorded in the
register in order to receive the scheme
consideration Friday, 30 March
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, 30
March 2007 on or about Monday, 2 April
or
Failing receipt of documents of title
before 12:00 on Friday, 30 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 on Monday, 2 April
Operative date of the scheme, at the
commencement of trading on Monday, 2 April
Consol shares delisted from commencement
of trading on Tuesday, 3 April
Notes:
1. Shareholders will be eligible to elect the re-investment alternative
if:
- the trade through which they become beneficial shareholders of
Consol shares occurred prior to the time of announcement at 18:00
on the re-investment qualifying date (Monday, 18 December 2006);
and
- they remain beneficial shareholders on the scheme consideration
record date (expected to be Friday, 30 March 2007).
The election of the re-investment alternative is to be made in respect of
that number of shares which is the lower of the number of shares
beneficially held on either of the above dates.
2. 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.
3. 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.
4. 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 Thursday, 25 January
2007 will not be eligible to vote at the scheme meeting.
5. 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, 23
March 2007.
Investment bank and sponsor to Consol
Standard Bank
Corporate law advisers to Consol
Taback & Associates (Pty) Limited
Independent adviser to Consol
Nedbank Capital
Lead Private Equity Sponsor and Lead Transaction Arranger
Brait South Africa Limited
Transaction debt arranger
Brait South Africa Limited (Specialised Debt Finance)
Attorneys to Newshelf 809 and Brait
Read Hope Phillips Thomas & Cadman Incorporated
Financial advisers to Newshelf 809
Citigroup Global Markets Limited
Brait South Africa Limited
Joint debt providers to Newshelf 809
Citibank, N.A.
J.P. Morgan PLC
Tax advisers and corporate law advisers to Newshelf 809
KPMG Services (Proprietary) Limited
Transaction co-underwriters
Brait IV Investments, LP
Brait Private Equity GP IV (Pty) Limited
Old Mutual Life Assurance Company (South Africa) Limited
HarbourVest International Private Equity Partners V
HarbourVest Partners 2004 Direct Fund L.P.
Wadeville
27 December 2006
Enquiries
Consol:
Mike Arnold, Group Managing Director
Tel: +27 11 874 2228
Cell: +27 83 270 9483
Karuna Nayager, Group Financial Director
Tel: +27 11 874 2272
Cell: +27 83 500 9808
Investor and Media Relations:
College Hill
Johannes van Niekerk
Tel: +27 11 447 3030
Cell: +27 82 921 9110
Date: 27/12/2006 10:46:01 Produced by the JSE SENS Department.
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