Salient Dates re Harmony/Avgold Scheme of Arrangement
April 13 2004 - 5:36AM
UK Regulatory
Avgold Limited
(Registration number 1990/007025/06)
(Incorporated in the Republic of South Africa)
Share code: AVG ISIN: ZAE000012175
("Avgold")
Harmony Gold Mining Company Limited
(Registration number 1950/038232/06)
(Incorporated in the Republic of South Africa)
Share code: HAR ISIN: ZAE000015228
("Harmony")
SALIENT DATES AND TIMES REGARDING THE SCHEME OF ARRANGEMENT PROPOSED BY HARMONY
BETWEEN AVGOLD AND ITS SHAREHOLDERS
1. Introduction
Shareholders of Avgold and Harmony (collectively, "shareholders") are referred
to the announcement dated 26 March 2004 in which shareholders were advised that
Harmony wishes to acquire 100% of the issued share capital of Avgold and has
therefore proposed a scheme of arrangement ("the scheme") in terms of section
311 of the Companies Act, 61 of 1973, as amended (the "Act"), between Avgold
and its shareholders, other than Harmony (the "Avgold minority shareholders"),
to acquire all the Avgold shares, other than those held by Harmony or to be
acquired by Harmony, from Avmin.
This announcement sets out the expected salient dates and times in relation to
the scheme.
2. Meeting
A meeting of Avgold minority shareholders, recorded in the register of Avgold
on Friday 30 April 2004 (the "scheme members"), will be held at 56 Main Street,
Johannesburg, 2001, at 10:00, on Monday 3 May 2004, to consider and vote on the
scheme (the "scheme meeting").
3. Salient dates and times
2004
Last day to trade in Avgold shares to be able to Thursday 22 April
vote at the scheme meeting on (note 2)
Voting record date, being the date on which Friday 30 April
Avgold minority shareholders must be recorded in
the register of Avgoldto vote at the scheme
meeting at 17:00 on
Last day for receipt of proxies forthe scheme Friday 30 April
meeting by 10:00 on (note 3)
Scheme meeting to be held at 10:00 on Monday 3 May
Results of scheme meeting announced on SENS on Monday 3 May
Results of scheme meeting announced in the press Tuesday 4 May
on
Court hearing to sanction the scheme on Tuesday 11 May
Results of the scheme published on SENS on Tuesday 11 May
Results of the scheme published in the press on Wednesday 12 May
Last day to trade for Avgold minority Friday 14 May
shareholders wishing to receive the
scheme consideration on (note 4)
Suspension of listing of Avgold shares at Monday 17 May
commencement of trading on
Scheme consideration is listed on the JSE Monday 17 May
Securities Exchange South Africa
("JSE") at commencement of trading on
Consideration record date, being the date on Friday 21 May
which Avgold minority shareholders
must be recorded in the share register of Avgold
to receive the scheme consideration on
Operative date of the scheme at commencement of Monday 24 May
trading on
Scheme consideration posted to certificated Monday 24 May
scheme participants (if documents of title are
received on or prior to the consideration record
date) on (note 5)
Dematerialised scheme participants have their Monday 24 May
safe custody accounts held at their CSDP or
broker updated with the scheme consideration on
Termination of listing of Avgold shares on the Tuesday 25 May
JSE at commencement of trading on
Notes:
1. These dates and times are subject to change. Any such change will be
published on SENS and in the press.
2. Shareholders should note that as transactions in Avgold shares are settled
in the electronic settlement system used by STRATE, settlement for trade takes
place five business days after such trade. Therefore shareholders who acquire
Avgold shares after Thursday 22 April 2004 will not be eligible to vote at the
scheme meeting.
3. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairman of the scheme meeting by no
later than 10 minutes before the scheme meeting is due to commence.
4. No dematerialisation or rematerialisation of Avgold share certificates will
take place after Friday 14 May 2004.
5. Failing receipt of documents of title by the transfer secretaries on or
before the consideration record date, share certificates in respect of the
scheme consideration will be posted by the transfer secretaries to certificated
scheme participants within five business days of receipt of the documents of
title.
6. All times referred to in this announcement are South African times.
4. Posting of document
A document containing full details of the scheme and including, among other
things, the notice of the scheme meeting, was posted to shareholders on 8 April
2004.
13 April 2004
Johannesburg
Independent advisor and sponsor to Avgold
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 Securities Exchange South Africa
Attorneys to Avgold
Deneys Reitz Attorneys
Reporting accountants
PricewaterhouseCoopers Inc
Chartered Accountants (SA)
Registered Accountants and Auditors
(Registration no 1998/012055/21)
Independent technical advisor
SRK
Financial advisor to Harmony
JPMorgan
JPMorgan Chase Bank
(Registration number 2001/016069/10)
Sponsor to Harmony
JPMorgan
J.P. Morgan Equities
(Registration number 1995/011815/06)
Attorneys to Harmony
Cliffe Dekker
END
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