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ANGGOLD/ESTVAAL - SCHEME OF ARRANGEMENT

Release Date: 10/07/1998 16:30
Code(s): ANG ESV
Wrap Text
ANGLOGOLD LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/17354/06)
("ANGLOGOLD")
EASTVAAL GOLD HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 91/04409/06)
("EASTVAAL")

ACQUISITION OF EASTVAAL BY ANGLOGOLD BY WAY OF A SCHEME OF ARRANGEMENT IN TERMS OF SECTION 311 OF THE COMPANIES ACT ("THE SCHEME") THE SCHEME OF ARRANGEMENT IN TERMS OF WHICH:
- EXISTING SHAREHOLDERS OF EASTVAAL WILL RECEIVE NEW ANGLOGOLD SHARES; AND - EASTVAAL WILL BECOME A WHOLLY-OWNED SUBSIDIARY OF ANGLOGOLD,
WAS SANCTIONED BY THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL DIVISION) ON 23 JUNE 1998. ALL NECESSARY DOCUMENTS WERE REGISTERED BY THE REGISTRAR OF COMPANIES ON 10 JULY 1998 ("THE RECORD DATE").
ACCORDINGLY, ALL CONDITIONS PRECEDENT HAVE BEEN FULFILLED AND THE SCHEME BECOMES OPERATIVE WITH EFFECT FROM TODAY, 13 JULY 1998. THE LISTING OF EASTVAAL ON THE JOHANNESBURG STOCK EXCHANGE WAS TERMINATED AT THE CLOSE OF TRADING ON 10 JULY. THE EXISTING SHARE CERTIFICATES OF EASTVAAL CEASED TO BE OF ANY VALUE AFTER 10 JULY 1998, OTHER THAN FOR THE ENTITLEMENT UPON THEIR SURRENDER, TO RECEIVE THE ABOVEMENTIONED SCHEME CONSIDERATION.
EXISTING MEMBERS OF EASTVAAL WILL RECEIVE 2,30 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, EASTVAAL MEMBERS WILL RECEIVE THE CASH EQUIVALENT REPRESENTING THE VALUE OF SUCH FRACTION BASED ON A PRICE OF R195,00 PER SHARE. THE ANGLOGOLD SHARE CERTIFICATES AND FRACTIONAL PAYMENTS, IF ANY, DUE TO MEMBERS OF EASTVAAL WHO SURRENDERED THEIR CERTIFICATES PRIOR TO THE RECORD DATE WILL BE POSTED ON 17 JULY 1998.
MEMBERS OF EASTVAAL 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 10 JULY 1998 INDEPENDENT FINANCIAL ADVISER TO ANGLOGOLD WARBURG DILLON READ LEGAL ADVISERS WEBBER WENTZEL BOWENS MAPONYA INC. INDEPENDENT FINANCIAL ADVISER TO EASTVAAL FIRSTCORP MERCHANT BANK LIMITED JOINT SPONSORING BROKERS IN SOUTH AFRICA WARBURG DILLON READ SMITH BORKUM HARE SPONSORING BROKER IN THE UNITED KINGDOM WARBURG DILLON READ