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CSL
CSL
CSL - Consol - Undertaking by Public Investment Corporation Limited and
amendments to Documents which lie open for Inspection
CONSOL LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1946/021828/06
Share code : CSL
ISIN : ZAE000063251
("Consol")
UNDERTAKING BY PUBLIC INVESTMENT CORPORATION LIMITED AND AMENDMENTS TO DOCUMENTS
WHICH LIE OPEN FOR INSPECTION
1. INTRODUCTION
- Consol shareholders ("shareholders") are referred to:
the announcements dated 18 and 27 December 2006 and 16 January 2007 in
which shareholders were advised of the scheme of arrangement proposed by
Newshelf 809 (Proprietary) Limited ("Newshelf 809") between Consol and all
of its shareholders ("the scheme") and the important dates and times in
respect of the scheme; and
- the circular dated 19 January 2007 which has been sent to shareholders
("the circular").
Shareholders are advised that:
- Newshelf 809 has received an undertaking from the Public Investment
Corporation Limited ("PIC") to elect the re-investment alternative in
respect of certain of the PIC`s Consol shares; and
- amendments have been made to certain of the documents which lie open for
inspection by shareholders at the offices of Consol.
2. UNDERTAKING BY PUBLIC INVESTMENT CORPORATION LIMITED
Shareholders are advised that Newshelf 809 has received an undertaking from the
PIC to accept the re-investment alternative in respect of:
- 26 378 593 Consol shares managed and administered by the PIC; and
- 15 062 400 Consol shares managed by third party managers, to the extent
that the PIC complies with the definition of "eligible scheme participant"
or "eligible offeree" in the circular in respect of these shares.
A copy of the undertaking will lie open for inspection at the offices of Consol
at Consol House, Osborn Road, Wadeville from the date of this announcement to
the date on which the scheme is sanctioned by the court, which date is expected
to be Tuesday 13 March 2007.
3. AMENDMENTS TO DOCUMENTS WHICH LIE OPEN FOR INSPECTION
Shareholders are advised that the underwriting agreement and the articles of
Newshelf 809 which are referred to in the circular have been amended since the
posting of the circular on 19 January 2007. None of the amendments materially
affect the salient terms of those documents which are set out in the circular.
Copies of the amended documents will lie open for inspection at the offices of
Consol in Wadeville until the date on which the scheme is sanctioned by the
court, which date is expected to be Tuesday 13 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
Joint debt providers to Newshelf 809
Citibank, N.A.
J.P. Morgan PLC
Tax advisers and legal advisers regarding funding 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
2 February 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: 02/02/2007 15:30:01 Produced by the JSE SENS Department.
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