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CSL
CSL
CSL - Consol - Competition commission approval and sanctioning of
the scheme
CONSOL LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1946/021828/06
Share code : CSL
ISIN : ZAE000063251
("Consol")
COMPETITION COMMISSION APPROVAL AND SANCTIONING OF THE SCHEME
1. INTRODUCTION
- Consol shareholders ("shareholders") are referred to:
the announcements dated 18 and 27 December 2006, 16 January 2007, 2
and 6 February 2007 in which, inter alia, 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"), the important dates and times in respect of the scheme
and the approval of the scheme by the requisite majority of
shareholders; and
- the circular dated 19 January 2007 which has been sent to shareholders
("the circular").
2. COMPETITION COMMISSION APPROVAL
The Competition Commission has recommended to the Competition Tribunal that
the transaction contemplated in terms of the scheme be approved without
conditions. The approval from the Competition Tribunal is expected on
Thursday, 15 March 2007.
3. SANCTIONING OF THE SCHEME
Shareholders are advised that the scheme was sanctioned by the High Court
today, being Tuesday, 13 March 2007, subject to the approval of the
Competition Tribunal and the Order of Court sanctioning the scheme being
registered by the Registrar of Companies .
4. FINAL TERMS OF THE RE-INVESTMENT ALTERNATIVE
Shareholders are advised that Newshelf 809 does not intend to draw down
under the payment-in-kind senior subordinated bridge facility ("PIK") which
is referred to in paragraph 5.4 of the scheme of arrangement section of the
circular. All eligible scheme participants who validly elect the re-
investment alternative will therefore receive, for every 1 000 eligible re-
investment shares held by them, in lieu of the cash consideration -
613 ordinary shares at a subscription price of 95 cents each (being a par
value of 1 cent and a share premium of 94 cents) in the issued ordinary
share capital of Newshelf 809, credited as fully paid;
class "A" loan claims in an amount of R3 157.93;
R14 202.40 in cash;
an additional amount of R1 557.32 in cash, which amount the eligible scheme
participant shall be obliged to advance to Newshelf 809 on the operative
date as class "B" loan claims to assist Newshelf 809 to fund the
reorganisation of the Consol Group after the implementation of the scheme.
The eligible scheme participant`s obligation in this regard shall be
discharged by way of set off against Newshelf 809`s obligation to advance
such additional amount to the eligible scheme participant in cash; and
interest on the amount of R19.50 as contemplated in paragraph 5.2 of the
scheme of arrangement section of the circular.
5. REMAINING CONDITIONS PRECEDENT
The remaining conditions precedent are:
- that the Order of Court sanctioning the scheme is registered by the
Registrar of Companies. It is expected that the Order of Court will be
lodged and registered with the Registrar of Companies on Monday, 19
March 2007; and
- that the scheme is approved by the Competition Tribunal.
6. TIMETABLE
It is anticipated that the scheme will be implemented according to the
timetable contained in the circular in terms of which the last day to trade
to receive the scheme consideration is expected to be Friday, 23 March
2007. Shareholders are also reminded that the election date by which
eligible scheme participants must have elected to receive the re-investment
alternative will be 12:00 on Friday, 30 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
13 March 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: 13/03/2007 16:38:02 Produced by the JSE SENS Department.
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