| Fri 16 Mar 2007, 8:00 | | NSX / ECO - Edcon - Important Dates And Times In R |
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ECO
ECO
NSX / ECO - Edcon - Important Dates And Times In Respect Of The Ordinary
Scheme Of Arrangement
Edgars Consolidated Stores Limited
(Incorporated in the Republic of South Africa)
(Registration number 1946/022751/06)
Share codes:
JSE: ECO
NSX: ECN
ISIN: ZAE000068649
("Edcon")
IMPORTANT DATES AND TIMES IN RESPECT OF THE ORDINARY SCHEME OF ARRANGEMENT
1. INTRODUCTION
Shareholders are referred to the announcement dated 8 February 2007, in which
shareholders were advised that after conducting a comprehensive auction
process, the board of directors of Edcon has decided to recommend an offer
("the offer") submitted by Bain Capital, acting through Elephant Acquisition
(BC) (Proprietary) Limited (formerly known as Main Street 522 (Proprietary)
Limited) ("Newco"), to acquire the entire issued ordinary share capital of
Edcon (excluding any treasury shares and, to the extent necessary, the "A"
ordinary shares) and the entire issued preference share capital of Edcon.
The offer is to be implemented by way of two schemes of arrangement in terms of
section 311 of the Companies Act 61 of 1973, as amended, to be proposed by
Newco between Edcon and all of its shareholders of the relevant class,
excluding, in the case of the Edcon ordinary shares, any treasury shares and
the "A" ordinary shares ("the ordinary scheme" and "the preference scheme",
respectively, and collectively, "the schemes"). The implementation of the
ordinary scheme is not conditional on the implementation of the preference
scheme, and vice versa.
Newco reserves the right to implement the offer by way of an alternative
mechanism to either or both of the schemes, namely a general offer to acquire
Edcon`s ordinary shares and/or Edcon`s preference shares.
The purpose of this announcement is to inform Edcon ordinary shareholders of
the important dates and times in respect of the ordinary scheme. A separate
announcement relating to the preference scheme has been released on SENS and
published in the press. Should a general offer be made in respect of the issued
ordinary share capital of Edcon, all dates and times pertinent thereto will be
released on SENS and published in the press.
2. ORDINARY SCHEME MEETING
Edcon ordinary shareholders are advised that in terms of an Order of Court
dated Tuesday, 13 March 2007, the High Court of South Africa has granted Edcon
leave to convene a meeting to consider the ordinary scheme ("ordinary scheme
meeting"), to be held at 09:00 on Monday, 16 April 2007 at Edgardale, 1 Press
Avenue, Crown Mines, Johannesburg, 2092.
3. IMPORTANT DATES AND TIMES
2007
Notice of ordinary scheme meeting and Order of Court
released on SENS Friday, 16 March
Notice of ordinary scheme meeting and Order of
Court published in the press by no later than Sunday, 18 March
Notice of ordinary scheme meeting published in the
Government Gazette Friday, 23 March
Last day to trade ordinary shares on the JSE and NSX in order
to be recorded in the register on the voting record date of
the ordinary scheme meeting (see note 2 below) Tuesday, 3 April
Voting record date for the ordinary scheme meeting on which
ordinary shareholders must be recorded in the register to
be eligible to vote at the ordinary scheme meeting Thursday, 12 April
Last day to lodge form of proxy for the ordinary scheme
meeting (by 09:00) (see notes 3 and 4 below) Friday, 13 April
Ordinary scheme meeting held (at 09:00) Monday, 16 April
Results of ordinary scheme meeting to be released on SENS Monday, 16 April
Results of ordinary scheme meeting to be published in
the press Tuesday, 17 April
The report of the chairperson to be available for
inspection Tuesday, 17 April
The dates below are subject to the fulfilment of the conditions precedent to
the ordinary scheme. To the extent that the conditions precedent are not
fulfilled by Tuesday, 17 April 2007, the dates set out below will be delayed
accordingly and any such changes will be released on SENS and published in the
press.
Court hearing to sanction the ordinary scheme (at 10:00 or
so soon thereafter as Counsel may be heard) Tuesday, 24 April
Outcome of Court hearing to be released on SENS Tuesday, 24 April
Outcome of Court hearing to be published in the press Wednesday, 25 April
Order of Court sanctioning the ordinary scheme registered by
the Registrar of Companies (if the ordinary scheme is
sanctioned and all conditions have been fulfilled)
before 11:00 Wednesday, 25 April
Confirmation of registration of Order of Court released
on SENS before 12:00 Wednesday, 25 April
Finalisation date announcement once all conditions
precedent have been fulfilled to be released on SENS
before 12:00 Wednesday, 25 April
Last day to trade ordinary shares on the JSE and NSX
in order to be recorded in the register on the record
date of the ordinary scheme Wednesday, 25 April
Suspension of Edcon`s listing on the JSE and NSX
from the commencement of business Thursday, 26 April
Finalisation date announcement once all conditions
precedent have been fulfilled to be
published in the press Thursday, 26 April
Consideration record date of the ordinary scheme on which
ordinary shareholders must be recorded in the register in
order to be eligible to receive the ordinary scheme
consideration Friday, 4 May
Operative date of the ordinary scheme, from the
Commencement of business Monday, 7 May
Termination of Edcon`s listing on the
JSE and NSX from the commencement of business Friday, 18 May
The ordinary scheme consideration will be posted on the operative date to
certificated ordinary scheme participants if the form of acceptance, surrender
and transfer and the document(s) of title are received by the transfer
secretaries on or prior to 12:00 on the consideration record date of the
ordinary scheme or, failing such receipt, within five business days of receipt
of the form of acceptance, surrender and transfer and the relevant document(s)
of title by the transfer secretaries.
Dematerialised ordinary scheme participants will have their accounts held at
their CSDP or broker credited with the ordinary scheme consideration.
In the event of the conditions precedent to the ordinary scheme not being
fulfilled by Friday, 17 August 2007, or such later date as Edcon and Newco
might agree to, the ordinary scheme will fail to become operative and will be
of no force and effect.
Notes:
1. The abovementioned times are South African times and are subject to
change. Any change to the above dates and times will be agreed upon by Edcon
and Newco and advised to Edcon ordinary shareholders by notification on SENS
and in the press.
2. Edcon ordinary shareholders should note that, as Edcon ordinary shares
are settled in the STRATE environment, settlement for trade takes place five
business days after the trade date. Therefore shareholders who acquire Edcon
ordinary shares after Tuesday, 3 April 2007, will not be eligible to vote at
the ordinary scheme meeting, although they will be entitled to participate in
the ordinary scheme provided they are recorded in the register on the
consideration record date.
3. If the ordinary scheme meeting is adjourned or postponed, forms of proxy
for the ordinary scheme meeting must be received by the transfer secretaries by
no later than the business day prior to the adjourned or postponed meeting.
4. If the forms of proxy are not received by the transfer secretaries by
the time and date shown above, they may be handed to the chairperson of the
ordinary scheme meeting by not later than ten minutes before the commencement
of the ordinary scheme meeting.
5. If you wish to dematerialise your ordinary shares, please contact your
CSDP or broker. It must be noted that, in the event that the ordinary scheme is
sanctioned by the Court, you will only be able to dematerialise your ordinary
shares prior to 12:00 on Wednesday, 25 April 2007. Only dematerialised ordinary
shares may be traded on the JSE.
4. ORDINARY CIRCULAR
A circular providing further information in respect of the ordinary
scheme, and containing, inter alia, a notice of ordinary scheme meeting, an
explanatory statement, the ordinary scheme of arrangement, an Order of Court,
a form of proxy and a form of acceptance, surrender and transfer, will be
posted to Edcon ordinary shareholders today. A copy of the ordinary circular
is available at Edcon`s website at http://www.edcon.co.za.
Johannesburg
16 March 2007
Enquiries
Edcon:
Investor Relations: Tessa Christelis
Tel: +27 11 495 6545
Cell: +27 82 601 3061
Financial adviser to Edcon
Caliburn
Legal adviser to Edcon
Werksmans Attorneys
Transactional sponsor
and equity markets adviser to Edcon
Merrill Lynch
Global Markets & Investment Banking Group
Merrill Lynch South Africa (Pty) Ltd
Registration Number 1995/001805/07
Registered Sponsor and Member of the
JSE Limited
Namibian sponsor to Edcon
IJG
Independent adviser
to the Edcon Board
PricewaterhouseCoopers
Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Financial advisers to Newco
Citigroup Corporate and investment banking
Credit Suisse
Standard Bank
South African legal adviser to Newco
Webber Wentzel Bowens
International legal adviser
to Newco
Kirkland & Ellis LLP
and affiliated partnerships
Private equity sponsor
and transaction arranger for Newco
Bain Capital
Debt arrangers and providers to Newco
Barclays
ABSA Capital
A division of ABSA bank Limited
Reg no 1986/004794/06
Date: 16/03/2007 08:00:05 Produced by the JSE SENS Department.
