| Tue 20 Mar 2007, 13:00 | | CSL - Consol - Fulfilment of conditions precedent |
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CSL
CSL
CSL - Consol - Fulfilment of conditions precedent, determination of the
interest payable and amendments to the articles of Newshelf 809
CONSOL LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1946/021828/06
Share code : CSL
ISIN : ZAE000063251
("Consol")
FULFILMENT OF CONDITIONS PRECEDENT, DETERMINATION OF THE INTEREST PAYABLE AND
AMENDMENTS TO THE ARTICLES OF NEWSHELF 809
1. INTRODUCTION
Consol shareholders ("shareholders") are referred to:
- the announcements dated 18 and 27 December 2006, 16 January 2007, 2 and 6
February 2007 and 13 March 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, the
approval of the scheme by the requisite majority of shareholders and the
High Court sanctioning of the scheme; and
- the circular dated 19 January 2007 which has been sent to shareholders
("the circular").
2. COMPETITION TRIBUNAL APPROVAL AND REGISTRATION OF ORDER OF COURT
Shareholders are advised that:
- the Competition Tribunal approved the transaction contemplated in terms of
the scheme on Thursday, 15 March 2007; and
- the Order of Court sanctioning the scheme was registered by the Registrar
of Companies on Monday, 19 March 2007.
All conditions to which the scheme is subject have therefore been fulfilled.
3. INTEREST PAYABLE
In paragraph 5.2 of the scheme of arrangement section of the circular,
shareholders were advised that interest will be payable in cash on the scheme
consideration, at the prevailing 32-day deposit rate of First National Bank, a
division of FirstRand Bank Limited, for amounts exceeding R50 000 held on
deposit for less than one month from the earlier of the date on which trading in
Consol shares is suspended pursuant to the implementation of the scheme, or 16
March 2007, until the operative date of the scheme, subject to a maximum
interest payment of 17.15 cents per Consol share. Shareholders are advised that
the prevailing 32-day deposit rate remains 6.6%, being the rate referred to in
the circular, and that interest will be paid on the scheme consideration at this
rate from 16 March 2007 to the operative date of the scheme (both days
inclusive) in the amount of 9.19 cents per Consol share.
4. AMENDMENTS TO ARTICLES OF NEWSHELF 809
Shareholders are advised that the articles of Newshelf 809 (the "Newshelf 809
articles") which are referred to in the circular have been further amended since
the announcement of 6 February 2007. None of the amendments materially affect
the salient terms of the Newshelf 809 articles which are set out in the
circular, save that class "B" loan claims, as defined in the circular, may be
held by affiliates (as defined in the Newshelf 809 articles) of Newshelf 809
shareholders, with the consent of the Newshelf 809 board. Such class "B" loan
claims will continue to form linked units with the class "A" loan claims
referred to in the circular and the Newshelf 809 shares, as stated in Annexure 1
to the circular.
A copy of the amended Newshelf 809 articles will lie open for inspection at the
offices of Consol in Wadeville until the election date referred to below.
5. 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, and the operative
date of the scheme is expected to be 10 April 2007.
Shareholders are also reminded that the election date by which eligible scheme
participants who wish to elect the re-investment alternative must elect do so
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
20 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: 20/03/2007 13:00:01 Produced by the JSE SENS Department.
