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ANGLOGOLD - ACQUISITION OF THE PARTICIPATING COMPANIES

Release Date: 26/06/1998 17:33
Code(s): ANG ERG ESV ELA FRG SVL WDL JOE
Wrap Text
ANGLOGOLD LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/17354/06)
("ANGLOGOLD")
AND
EAST RAND GOLD AND URANIUM COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 71/07001/06)
("ERGO")
EASTVAAL GOLD HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 91/04409/06)
("EASTVAAL")
ELANDSRAND GOLD MINING COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 74/01477/06)
("ELANDSRAND")
FREE STATE CONSOLIDATED GOLD MINES LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/28210/06)
("FREEGOLD")
SOUTHVAAL HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 66/11806/06)
("SOUTHVAAL")
WESTERN DEEP LEVELS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 57/02349/06)
("WESTERN DEEPS")
HJ JOEL GOLD MINING COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 85/01995/06)
("H J JOEL")
(COLLECTIVELY "THE PARTICIPATING COMPANIES")

ACQUISITION OF THE PARTICIPATING COMPANIES BY ANGLOGOLD BY WAY OF SCHEMES OF ARRANGEMENT IN TERMS OF SECTION 311 OF THE COMPANIES ACT ("THE SCHEMES")THE SCHEMES OF ARRANGEMENT IN TERMS OF WHICH:
- EXISTING SHAREHOLDERS OF THE PARTICIPATING COMPANIES WILL RECEIVE NEW ANGLOGOLD SHARES (IN RATIOS ANNOUNCED ON 30 MARCH 1998); AND
- THE PARTICIPATING COMPANIES WILL BECOME WHOLLY-OWNED SUBSIDIARIES OF ANGLOGOLD,
WERE SANCTIONED BY THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL DIVISION) ON 23 JUNE 1998. ALL NECESSARY DOCUMENTS (OTHER THAN THE DOCUMENTS RELATING TO EASTVAAL) WERE REGISTERED BY THE REGISTRAR OF COMPANIES ON 26 JUNE 1998 ("THE RECORD DATE").
ACCORDINGLY, ALL CONDITIONS PRECEDENT HAVE BEEN FULFILLED AND THE SCHEMES (OTHER THAN THE EASTVAAL SCHEME) BECAME OPERATIVE WITH EFFECT FROM 29 JUNE 1998. THE LISTINGS OF THE PARTICIPATING COMPANIES (OTHER THAN EASTVAAL) ON THE JSE AND, WHERE APPLICABLE, THE STOCK EXCHANGES IN LONDON AND PARIS, WERE TERMINATED AT THE CLOSE OF TRADING ON 26 JUNE. THE EXISTING SHARE CERTIFICATES OF THOSE COMPANIES (OTHER THAN EASTVAAL) CEASED TO BE OF ANY VALUE AFTER 26 JUNE 1998, OTHER THAN FOR THE ENTITLEMENT, UPON THEIR SURRENDER, TO RECEIVE THE ABOVEMENTIONED SCHEMES' CONSIDERATIONS.
IN THE CASE OF EASTVAAL, THE RELEVANT DOCUMENTS ARE EXPECTED TO BE REGISTERED BY THE REGISTRAR OF COMPANIES ON 10 JULY 1998. CONSEQUENTLY, THE EASTVAAL SCHEME WILL BECOME OPERATIVE WITH EFFECT FROM 13 JULY. THE LISTING OF EASTVAAL ON THE JSE WILL BE TERMINATED AT THE CLOSE OF BUSINESS ON 10 JULY 1998 AND THE EXISTING EASTVAAL SHARE CERTIFICATES WILL CEASE TO BE OF ANY VALUE AFTER 10 JULY 1998, OTHER THAN FOR THE ENTITLEMENT OF EASTVAAL MEMBERS, UPON THEIR SURRENDER, TO RECEIVE EASTVAAL'S CONSIDERATION.
EXISTING MEMBERS OF THE PARTICIPATING COMPANIES WILL RECEIVE A CERTAIN NUMBER OF NEW ANGLOGOLD ORDINARY SHARES FOR EVERY 100 SHARES HELD ON THE RECORD DATE AND/OR A PRO RATA NUMBER OF ANGLOGOLD ORDINARY SHARES. FRACTIONS OF NEW ANGLOGOLD SHARES WILL NOT BE ALLOTTED. IN LIEU THEREOF, PARTICIPATING
COMPANIES' MEMBERS WILL RECEIVE THE CASH EQUIVALENT REPRESENTING THE VALUE OF SUCH FRACTIONS BASED ON A PRICE OF R195,00 PER SHARE.
THE ANGLOGOLD SHARE CERTIFICATES AND FRACTIONAL PAYMENTS, IF ANY, DUE TO MEMBERS OF THE PARTICIPATING COMPANIES (OTHER THAN EASTVAAL) WHO SURRENDERED THEIR CERTIFICATES PRIOR TO THE RECORD DATE WILL BE POSTED ON 3 JULY 1998 (EASTVAAL - 17 JULY).
MEMBERS OF PARTICIPATING COMPANIES WHO HAVE NOT ALREADY LODGED THEIR SHARE CERTIFICATES MUST DO SO UNDER COVER OF A SURRENDER FORM IN ORDER TO RECEIVE THEIR ANGLOGOLD SHARE CERTIFICATES AND CHEQUES FOR FRACTIONAL PAYMENTS, IF ANY. A FURTHER SURRENDER FORM WILL BE POSTED, TOGETHER WITH A COPY OF THIS ANNOUNCEMENT, TO ALL MEMBERS ENTITLED HERETO. JOHANNESBURG 26 JUNE 1998 INDEPENDENT FINANCIAL ADVISER TO ANGLOGOLD SBC WARBURG DILLON READ LEGAL ADVISERS WEBBER WENTZEL BOWENS MAPONYA INC.
INDEPENDENT FINANCIAL ADVISER TO ERGO, ELANDSRAND, FREEGOLD AND WESTERN DEEPS STANDARD CORPORATE AND MERCHANT BANK
INDEPENDENT FINANCIAL ADVISER TO EASTVAAL, H J JOEL AND SOUTHVAAL FIRSTCORP MERCHANT BANK LIMITED JOINT SPONSORING BROKERS IN SOUTH AFRICA SBC WARBURG DILLON READ SMITH BORKUM HARE SPONSORING BROKER IN THE UNITED KINGDOM SBC WARBURG DILLON READ