| Tue 16 Jan 2007, 17:09 | | CSL - Consol Limited - Changes To The Important Da |
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CSL
CSL
CSL - Consol Limited - Changes To The 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")
CHANGES TO THE IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME
1. INTRODUCTION
Consol shareholders ("shareholders") are referred to the announcement dated 27
December 2006 in which shareholders were advised of the important dates and
times in respect of the scheme of arrangement proposed by Newshelf 809
(Proprietary) Limited ("Newshelf 809") between Consol and all of its
shareholders ("the scheme").
Shareholders are advised that:
the High Court has convened the meeting of shareholders to consider the scheme
on Tuesday, 6 February 2007("the scheme meeting"); and
amendments have been made to the important dates and times in respect of the
scheme. The amended timetable is set out below.
2. IMPORTANT DATES AND TIMES
2006
Re-investment qualifying date: a Consol Monday, 18 December
shareholder ("shareholder") will be eligible
to elect the re-investment alternative if
the trade through which it acquired
beneficial ownership of Consol shares
occurred prior to the time of announcement
at 18:00 on
2007
Last day to trade in Consol shares in order Thursday, 25 January
to be recorded in the register to vote at
the scheme meeting
Voting record date by 17:00 on which Thursday, 1 February
shareholders must be recorded in the
register in order to vote at the scheme
meeting
Last day for receipt of forms of proxy for Friday, 2 February
the scheme meeting by 09:00 on
Scheme meeting to be held at Consol House, Tuesday, 6 February
Osborn Road, Wadeville at 09:00 on
Results of the scheme meeting, published on Tuesday, 6 February
SENS
Results of the scheme meeting, published in Wednesday, 7 February
the press
Report of the chairman of the scheme meeting Wednesday, 7 February
available for inspection
Expected date for approval from the Monday, 5 March
competition authorities
High Court ("the court") hearing to sanction Tuesday, 13 March
the scheme
Outcome of the Court application to sanction Tuesday, 13 March
the scheme, published on SENS
Outcome of the Court application to sanction Wednesday, 14 March
the scheme, published in the press
If the scheme is sanctioned and all
conditions precedent are fulfilled:
Last day to trade in Consol shares for Friday, 23 March
shareholders to be eligible to receive the
scheme consideration
Suspension of listing of shares at Monday, 26 March
commencement of trading on
Election date by which scheme participants
must have elected to receive the re- Friday, 30 March
investment alternative and those elections
must be delivered to the transfer
secretaries by 12:00 on
Record date by 17:00 on which shareholders Friday, 30 March
must be recorded in the register in order to
receive the scheme consideration
Operative date of the scheme, at the Tuesday, 10 April
commencement of trading on
The cash consideration will be posted or
electronically transferred to certificated
scheme participants who elect or are deemed
to have elected to receive the cash
consideration on or about the operative date
or, failing receipt of documents of title
and duly signed surrender documents on or
before the scheme consideration record date,
within five business days of receipt thereof
by the transfer secretaries.
The cash consideration will be
electronically transferred to the bank
account nominated by the CSDPs of
dematerialised scheme participants who elect
or are deemed to have elected to receive the
cash consideration on the operative date.
It will be incumbent on the dematerialised
shareholder concerned to instruct his CSDP
as to the disposal of the relevant proceeds.
Certificated eligible scheme participants
who elect the re-investment alternative
will, provided that they validly exercise
their election in accordance with the
instructions contained in the circular to be
posted to shareholders on Friday, 19 January
2007 ("the circular")(and further provided
that documents of title and duly signed
surrender documents are received), be issued
with Newshelf 809 ordinary shares and
credited with Newshelf 809 loan claims and
will receive the cash portion of the re-
investment alternative, which will be posted
or electronically transferred on the
operative date.
Dematerialised eligible scheme participants
who elect the re-investment alternative
will, provided that they validly exercise
their election in accordance with the
circular and their CSDPs register transfer
of their scheme shares in favour of Newshelf
809, be issued with Newshelf 809 ordinary
shares and credited with Newshelf 809 loan
claims and will receive the cash portion of
the re-investment alternative, which will be
transferred to the bank account nominated by
their CSDPs on the operative date.
Termination of listing of shares on the JSE Wednesday, 11 April
from the commencement of trading on
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.
2 If the number of scheme shares held by an eligible scheme participant on
the re-investment qualifying date is different from the number of shares
held by the eligible scheme participant on the scheme consideration record
date, 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.
3. Dematerialised shareholders are required to notify their CSDP or broker of
their election in the manner and time stipulated in the custody agreement
concluded between them and their CSDP or broker.
4. 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.
5. 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.
6. 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 your
shares on or prior to Friday, 23 March 2007.
7. These 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.
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
16 January 2007
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: 16/01/2007 17:09:16 Produced by the JSE SENS Department.
