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CCI/IPL - CIC Holdings Limited/Imperial Holdings Limited - Joint announcement: sanctioning of scheme and South African Competition Tribunal approval CIC Holdings Limited (Incorporated in the Republic of Namibia) (Registration number 95/502) (Registered as an external company in the Republic of South Africa) (Registration number 1996/002672/10) JSE share code: CCI ISIN: NA0009174278 ("CIC") Imperial Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1946/021048/06) JSE share code: IPL ISIN: ZAE000067211 ("Imperial") JOINT ANNOUNCEMENT: SANCTIONING OF SCHEME AND SOUTH AFRICAN COMPETITION TRIBUNAL APPROVAL Shareholders are referred to the SENS announcements dated, 28 September 2010 and 13 October 2010. Shareholders are hereby advised that: - the High Court of Namibia duly sanctioned the scheme of arrangement on Wednesday, 20 October 2010; and - the South African Competition Tribunal unconditionally approved the merger between Imperial and CIC on Wednesday, 20 October 2010. Shareholders are further advised that the implementation of the scheme of arrangement remains conditional on the following regulatory conditions: - the registration of the Court Order sanctioning the scheme by the Registrar of Companies (Namibia); and - the approval of the Namibian Competition Authorities (either unconditionally or subject to conditions acceptable to both CIC and Imperial). Following the fulfilment of the above regulatory conditions the scheme will remain conditional on the following procedural conditions, which will be fulfilled automatically on the operative date of the scheme and the scheme consideration settlement date, if: - no dividend, distribution of any nature, or similar payment, other than dividends in the normal course and on the same basis as dividends have been calculated and paid historically, is declared by CIC between the date of the announcement on 13 July 2010 and the operative date of the scheme; and - prior to the scheme consideration settlement date, CIC does not, except in pursuance of a contract entered into earlier, undertake any of the actions referred to in Rule 19 of the SRP Code, without the prior written consent of the SRP and of Imperial which consent shall not unreasonably be withheld or delayed. Further announcements regarding the fulfilment or otherwise of the above conditions will be released on SENS in due course. 21 October 2010 Transaction advisor and sponsor to CIC: PSG Capital (Proprietary) Limited Legal advisors to CIC in Namibia: Engling Stritter & Partners Sponsor to Imperial: Merrill Lynch SA (Proprietary) Limited Legal advisors to Imperial: Tugendhaft Wapnick Banchetti and Partners Corporate advisor to Imperial: Investec Bank Limited Communication advisor to Imperial: Brunswick Group LLP Date: 21/10/2010 11:27:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
