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CEL - Celcom Group - Proposed Disposal Of The V Cellular Business,

Release Date: 15/12/2008 13:14
Code(s): CEL
 
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CEL - Celcom Group - Proposed Disposal Of The V Cellular Business, Implementation Of A Repurchase Of Shares By Way Of A Scheme Of Arrangement And De-Listing Of Celcom From The JSE And Withdrawal Of Cautionary Announcement CELCOM GROUP LIMITED (Incorporated in the Republic of South Africa) (Registration number 1998/021219/06) JSE code: CEL ISIN: ZAE000087490 (the "company" or "Celcom") PROPOSED DISPOSAL OF THE V CELLULAR BUSINESS, IMPLEMENTATION OF A REPURCHASE OF SHARES BY WAY OF A SCHEME OF ARRANGEMENT AND DE-LISTING OF CELCOM FROM THE JSE AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT Shareholders are referred to the cautionary announcement released on SENS on 6 October 2008 and renewed on 17 November 2008. PROPOSED SALE OF THE V CELLULAR BUSINESS Celcom and its wholly owned subsidiary V Cellular Stores (Proprietary) Limited ("V Cellular") have entered into an agreement for the sale of the business conducted by V Cellular ("the V Cellular disposal") to Magauta Trading 18 (Proprietary) Limited ("the purchaser"). The purchaser is a company established for the purposes of the V Cellular disposal by Mr George Aliferis and Mr Blaise Sommerville. G Aliferis is currently an executive director of Celcom and B Sommerville the managing director of V Cellular`s business. The V Cellular business comprises the operation of 18 Vodacom retail franchise outlets and a Nokia concept store. The V Cellular disposal is being entered into in the overall context of the share repurchase and delisting of the company further detailed below. The V Cellular disposal is subject to the fulfilment of the following conditions by no later than 30 April 2009: - the approval thereof by the shareholders of Celcom in accordance with the provisions of the Companies Act and the JSE`s Listings Requirements (the V Cellular disposal constitutes a "related party" transaction for the purposes of the Listings Requirements, in terms of the section 228 of the Companies Act, the V Cellular disposal requires approval by way of special resolution of shareholders and the delivery of the company`s own shares to it by the purchaser in part settlement of the purchase price, further dealt with below, constitutes a share repurchase requiring shareholder approval by way of special resolution); - the scheme of arrangement (as further detailed below) having been approved by the Celcom shareholders and having been sanctioned by the High Court of South Africa; - the proceeds of the Investec facility (referred to below) having become unconditionally available for drawdown by the purchaser; - the consent of Vodacom to the transfer of the relevant franchise agreements (in terms of which the Vodacom retail franchise outlets are conducted by V Cellular) from Celcom to the purchaser; and - to the extent necessary, the approval of the Competition Commission. Assuming fulfilment of the above conditions, the effective date of the V Cellular disposal will be 1 J
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