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