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PROPOSED MERGER OF GOLD INTERESTS THROUGH ANGLOGOLD - SALIENT DATES
ANGLOGOLD LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/17354/06)
("ANGLOGOLD")
AND
EAST RAND GOLD AND URANIUM EASTVAAL GOLD HOLDINGS
COMPANY LIMITED LIMITED
(INCORPORATED IN THE (INCORPORATED IN THE
REPUBLIC OF SOUTH AFRICA) REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 71/07001/06) (REGISTRATION NUMBER 91/04409/06)
("ERGO") ("EASTVAAL")
ELANDSRAND GOLD MINING FREE STATE CONSOLIDATED
COMPANY LIMITED GOLD MINES LIMITED
(INCORPORATED IN THE (INCORPORATED IN THE
REPUBLIC OF SOUTH AFRICA) REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 74/01477/06) (REGISTRATION NUMBER 05/28210/06)
("ELANDSRAND") ("FREEGOLD")
HJ JOEL GOLD MINING SOUTHVAAL HOLDINGS
COMPANY LIMITED LIMITED
(INCORPORATED IN THE (INCORPORATED IN THE
REPUBLIC OF SOUTH AFRICA) REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 85/01995/06) (REGISTRATION NUMBER 66/11806/06)
("HJ JOEL") ("SOUTHVAAL")
WESTERN DEEP LEVELS
LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 57/02349/06)
("WESTERN DEEPS")
(COLLECTIVELY "THE PARTICIPATING COMPANIES")
PROPOSED MERGER OF GOLD INTERESTS THROUGH ANGLOGOLD - SALIENT DATES
THE ATTENTION OF MEMBERS OF THE PARTICIPATING COMPANIES IS DIRECTED TO THE
NOTICES, PUBLISHED IN CONJUNCTION HEREWITH, OF SCHEME MEETINGS FOR EACH OF
THOSE COMPANIES TO BE HELD ON THURSDAY, 4 JUNE 1998.
SALIENT DATES
THE SALIENT DATES AND TIMES RELATING TO THE IMPLEMENTATION OF THE SCHEMES AND,
IF APPLICABLE, THE ALTERNATIVE OFFERS ARE:
1998
LAST DAY FOR RECEIPT OF PROXY FORMS FOR THE
ANGLOGOLD GENERAL MEETING AND SCHEME MEETINGS
AT (SEE TIMES BELOW) TUESDAY, 2 JUNE
(PROXY FORMS MAY BE HANDED TO THE CHAIRMAN
NOT LATER THAN 10 MINUTES BEFORE COMMENCEMENT
OF THE SCHEME MEETINGS)
LAST DAY TO REGISTER IN ORDER TO VOTE AT
SCHEME MEETINGS TUESDAY, 2 JUNE
SCHEME MEETINGS OF MEMBERS OF PARTICIPATING
COMPANIES AND GENERAL MEETING OF MEMBERS OF
ANGLOGOLD (SEE TIMES BELOW) THURSDAY, 4 JUNE
EXPECTED DATE OF COURT HEARING TO SANCTION THE SCHEMES TUESDAY, 23 JUNE
LATEST EXPECTED DATE OF THE OFFER TO BE MADE
BY ANGLOGOLD TO THE RESPECTIVE MEMBERS OF THE
PARTICIPATING COMPANIES WHICH WILL BECOME EFFECTIVE
(IF AT ALL) IF THE RELEVANT SCHEME FAILS
("THE ALTERNATIVE OFFER(S)") THURSDAY, 25 JUNE
EXPECTED RECORD DATE (ON WHICH MEMBERS MUST
BE REGISTERED IN ORDER TO BE SCHEME PARTICIPANTS
AND SO BECOME ENTITLED TO THE RELEVANT SCHEME
CONSIDERATION) FRIDAY, 26 JUNE
(EASTVAAL - FRIDAY, 10 JULY)
EXPECTED DATE OF TERMINATION OF LISTINGS
OF PARTICIPATING COMPANIES SHARES, IF THE
SCHEMES ARE IMPLEMENTED FRIDAY, 26 JUNE
(EASTVAAL - FRIDAY, 10 JULY)
EXPECTED OPERATIVE DATE OF THE SCHEMES MONDAY, 29 JUNE
(EASTVAAL - MONDAY, 13 JULY)
EXPECTED DATE OF COMMENCEMENT OF LISTING OF
ANGLOGOLD SHARES TO BE ISSUED IN TERMS
OF THE SCHEMES MONDAY, 29 JUNE
(EASTVAAL - MONDAY, 13 JULY)
EXPECTED DATE BY WHICH ANGLOGOLD
SHARE CERTIFICATES AND CHEQUES FOR
FRACTIONAL ENTITLEMENTS WILL BE POSTED OR
MADE AVAILABLE FOR COLLECTION, IF THE SCHEMES
BECOME OPERATIVE (SEE NOTE 1) FRIDAY, 3 JULY
(EASTVAAL - FRIDAY, 17 JULY)
LATEST EXPECTED DATE FOR CLOSING OF
ALTERNATIVE OFFER(S) (IF APPLICABLE) MONDAY, 27 JULY
SCHEDULED TIMES FOR HOLDING OF ANGLOGOLD GENERAL MEETING AND SCHEME MEETINGS ON
THURSDAY, 4 JUNE 1998 AND LATEST TIMES, ON TUESDAY, 2 JUNE 1998, FOR RECEIPT OF
PROXY FORMS BY THE TRANSFER SECRETARIES.
TIMES
08:30 ANGLOGOLD LIMITED (GENERAL MEETING)
PARTICIPATING COMPANIES
09:15* EASTVAAL GOLD HOLDINGS LIMITED
10:00+ SOUTHVAAL HOLDINGS LIMITED
10:45+ FREE STATE CONSOLIDATED GOLD MINES LIMITED
11:30+ HJ JOEL GOLD MINING COMPANY LIMITED
14:15 ELANDSRAND GOLD MINING COMPANY LIMITED
15:00+ WESTERN DEEP LEVELS LIMITED
15:45+ EAST RAND GOLD AND URANIUM COMPANY LIMITED
* OR AT THE CONCLUSION OR ADJOURNMENT OF THE GENERAL MEETING OF MEMBERS OF
ANGLOGOLD TO BE HELD 45 MINUTES EARLIER.
+ OR AT THE CONCLUSION OR ADJOURNMENT OF THE PRECEDING SCHEME MEETING.
NOTES:
1. ONLY FOR MEMBERS OF THE PARTICIPATING COMPANIES WHO SURRENDER THEIR SHARE
CERTIFICATES AND OTHER DOCUMENTS OF TITLE BEFORE THE RELEVANT RECORD DATE.
OTHER MEMBERS OF THE PARTICIPATING COMPANIES WILL HAVE THEIR ANGLOGOLD SHARE
CERTIFICATES AND FRACTIONAL ENTITLEMENT CHEQUES POSTED, OR MAY ARRANGE TO
COLLECT SUCH CERTIFICATES AND CHEQUES, FIVE BUSINESS DAYS AFTER SURRENDER OF
THEIR SHARE CERTIFICATES AND OTHER DOCUMENTS OF TITLE IN TERMS OF THE SCHEMES.
MEMBERS WHO WISH TO TRADE IN THEIR ANGLOGOLD SHARES DURING THE PERIOD FROM
MONDAY, 29 JUNE 1998 UNTIL RECEIPT OF THEIR ANGLOGOLD SHARE CERTIFICATES ARE
ADVISED THAT SPECIAL ARRANGEMENTS SHOULD BE MADE WITH THEIR STOCKBROKER, BANKER
OR AGENT THROUGH WHOM THEY WISH TO TRADE IN ORDER TO ACCOMMODATE SUCH TRADING.
2. MEMBERS OF THE PARTICIPATING COMPANIES WHO ACCEPT THE ALTERNATIVE OFFERS AND
SURRENDER THEIR SHARE CERTIFICATES AND OTHER DOCUMENTS OF TITLE WILL HAVE THEIR
ANGLOGOLD SHARE CERTIFICATES AND FRACTIONAL ENTITLEMENT CHEQUES POSTED, OR MAY
ARRANGE TO COLLECT SUCH CERTIFICATES AND CHEQUES, DURING BUSINESS HOURS ON ANY
MONDAY PROVIDED THAT THEY HAVE ACCEPTED THE ALTERNATIVE OFFERS AND SURRENDERED
THEIR SHARE CERTIFICATES AND OTHER DOCUMENTS OF TITLE BY THE CLOSE OF BUSINESS
ON THE PRECEDING MONDAY.
3. IN THE EVENT OF THE ALTERNATIVE OFFERS BECOMING EFFECTIVE, ANGLOGOLD SHARES
WILL BE ISSUED AS CONSIDERATION TO MEMBERS OF THE RESPECTIVE PARTICIPATING
COMPANIES WHO SURRENDER THEIR SHARE CERTIFICATES AND OTHER DOCUMENTS OF TITLE
IN ACCEPTANCE OF THE ALTERNATIVE OFFERS AT ANY TIME PRIOR TO THE CLOSE OF
BUSINESS ON ANY MONDAY AND THE ANGLOGOLD SHARES SO ISSUED WILL BE LISTED ON THE
JOHANNESBURG STOCK EXCHANGE ("JSE") WITH EFFECT FROM THE COMMENCEMENT OF
BUSINESS ON THE NEXT MONDAY. THE FIRST MONDAY IN RESPECT OF WHICH SUCH
ANGLOGOLD SHARES WILL BE ISSUED IS EXPECTED TO BE MONDAY, 29 JUNE 1998 AND THE
FIRST MONDAY ON WHICH THE SHARES SO ISSUED ARE TO BE LISTED ON THE JSE IS
EXPECTED TO BE MONDAY, 6 JULY 1998. APPLICATION WILL BE MADE TO THE LONDON
STOCK EXCHANGE FOR A LISTING OF ANY SHARES SO ISSUED AS SOON AS POSSIBLE AFTER
THE ISSUE THEREOF.
4. ALL DATES AND TIMES INDICATED ABOVE ARE SUBJECT TO AMENDMENT. ANY AMENDMENTS
WILL BE PUBLISHED IN THE PRESS.
5. ALL DEALINGS ON THE JSE IN THE PARTICIPATING COMPANIES` SHARES DURING THE
WEEK ENDING 26 JUNE 1998, WILL BE FOR IMMEDIATE SETTLEMENT.
6. ALL TIMES INDICATED ARE LOCAL SOUTH AFRICAN TIMES.
JOHANNESBURG
6 MAY 1998
INDEPENDENT FINANCIAL ADVISER TO ANGLOGOLD LEGAL ADVISERS
SBC WARBURG DILLON READ WEBBER WENTZEL BOWENS
INDEPENDENT FINANCIAL ADVISER TO ERGO, MAPONYA INC
ELANDSRAND, FREEGOLD AND WESTERN DEEPS JOINT SPONSORING BROKERS
IN SOUTH AFRICA
STANDARD CORPORATE AND MERCHANT BANK SBC WARBURG DILLON READ
INDEPENDENT FINANCIAL ADVISER TO EASTVAAL, SMITH BORKUM HARE
HJ JOEL AND SOUTHVAAL SPONSORING BROKER IN THE
UNITED KINGOM
FIRSTCORP MERCHANT BANK SBC WARBURG DILLON READ
ORDER OF COURT
IN THE HIGH COURT OF SOUTH AFRICA CASE NO: 98/10675
(WITWATERSRAND LOCAL DIVISION) P/H NO: 342
BEFORE THE HONOURABLE MR ACTING JUSTICE D M FINE
JOHANNESBURG, 28 APRIL 1998
IN THE MATTER OF THE APPLICATION OF:
WESTERN DEEP LEVELS LIMITED APPLICANT
(REG. NO. 57/02349/06)
UPON THE MOTION OF COUNSEL FOR THE APPLICANT AND UPON THE READING OF THE NOTICE
OF MOTION AND OTHER DOCUMENTS FILED OF RECORD:
IT IS ORDERED THAT:
1. A MEETING OF MEMBERS OF THE APPLICANT BE HELD UNDER THE CHAIRMANSHIP OF
CHARLES LEONARD VALKIN, AN ATTORNEY OF THIS HONOURABLE COURT OR FAILING HIM ANY
OTHER INDEPENDENT ATTORNEY OR ADVOCATE NOMINATED BY WEBBER WENTZEL BOWENS AT A
TIME TO BE STIPULATED BY THE CHAIRMAN ON THURSDAY, 4 JUNE 1998 AT 18TH FLOOR,
55 MARSHALL STREET, JOHANNESBURG, FOR THE PURPOSE OF CONSIDERING AND, IF DEEMED
FIT, OF AGREEING, WITH OR WITHOUT MODIFICATION, THE SCHEME OF ARRANGEMENT WHICH
IS INCLUDED IN ANNEX "C" TO THE NOTICE OF MOTION FILED WITH THE ABOVE
HONOURABLE COURT ("THE NOTICE OF MOTION") PROVIDED THAT THE MEETING SHALL NOT
BE ENTITLED TO AGREE TO ANY MODIFICATION OF THE SAID SCHEME WHICH HAS THE
EFFECT OF DIMINISHING THE RIGHTS TO ACCRUE IN TERMS THEREOF TO MEMBERS OF
APPLICANT;
2. THE CHAIRMAN OF SUCH MEETING IS AUTHORISED:
2.1 TO ADJOURN THE SAME FROM TIME TO TIME SHOULD ANY ADJOURNMENT THEREOF PROVE
NECESSARY OR DESIRABLE;
2.2 TO DETERMINE THE PROCEDURES TO BE FOLLOWED AT SUCH MEETING;
2.3 TO DETERMINE THE VALIDITY OR OTHERWISE OF ANY PROXY FORMS LODGED FOR USE AT
SUCH MEETING;
2.4 TO APPOINT SCRUTINEERS FOR THE PURPOSES OF THE MEETING; AND
2.5 TO ACCEPT THE PROXY FORMS HANDED TO THE CHAIRMAN OF THE MEETING BY NOT
LATER THAN 10 MINUTES BEFORE THE MEETING IS DUE TO COMMENCE;
3. A NOTICE SUBSTANTIALLY IN THE FORM OF ANNEX "E" TO THE NOTICE OF MOTION BE
POSTED BY PREPAID POST BY THE APPLICANT NOT LATER THAN, WEDNESDAY,
6. MAY 1998 TO ALL MEMBERS OF APPLICANT REGISTERED AS SUCH ON FRIDAY, 24 APRIL
1998 AT THEIR RESPECTIVE ADDRESSES RECORDED IN THE REGISTER OF MEMBERS OF
APPLICANT TOGETHER WITH:
3.1 A COPY OF AN EXPLANATORY STATEMENT IN TERMS OF SECTION 312 OF THE SOUTH
AFRICAN COMPANIES ACT, NO. 61 OF 1973 (AS AMENDED);
3.2 A COPY OF THE PROPOSED SCHEME OF ARRANGEMENT SUBSTANTIALLY IN THE FORM
INCLUDED IN ANNEX "C" TO THE NOTICE OF MOTION;
3.3 A PROXY FORM IN THE FORM OF ANNEX "D" TO THE NOTICE OF MOTION; AND
3.4 A COPY OF THIS ORDER OF COURT;
4. THE APPLICANT PUBLISH BY NOT LATER THAN S
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