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PETMIN - RESULTS OF GENERAL MEETING

Release Date: 10/02/1999 17:18
Code(s): PET
Wrap Text
PETRA MINING LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 72/01062/06)

RESULTS OF GENERAL MEETING AND ANNOUNCEMENT TO SHAREHOLDERS 1. GENERAL MEETING
AT A GENERAL MEETING OF THE SHAREHOLDERS OF PETMIN HELD ON WEDNESDAY, 10 FEBRUARY 1999 THE FOLLOWING RESOLUTIONS WERE PROPOSED AND PASSED:
1.1 THE NUMBER OF AUTHORISED ORDINARY SHARES OF 25 CENTS EACH BE INCREASED FROM 40 000 000 (FORTY MILLION) TO 120 000 000 (ONE HUNDRED AND TWENTY MILLION). 1.2 THE AGREEMENT DATED 2 DECEMBER 1998 ENTERED INTO BY PETREX (PROPRIETARY) LIMITED ("PETREX"), A WHOLLY OWNED SUBSIDIARY OF PETMIN, AND HARMONY GOLD MINING COMPANY LIMITED ("HARMONY"), THE VENDOR OF GROOTVLEI PROPRIETARY MINES LIMITED ("GROOTVLEI") AND CONSOLIDATED MODDERFONTEIN MINES LIMITED ("CONS MODDER"), WHEREBY PETREX ACQUIRED 100% OF THE ISSUED SHARE CAPITAL OF AND SHAREHOLDERS LOANS AGAINST GROOTVLEI AND CONS MODDER FOR A NET CONSIDERATION OF R90 000 000 (NINETY MILLION) ("THE ACQUISITION AGREEMENT"), A COPY OF WHICH WAS TABLED AT THE MEETING AND INITIALLED BY THE CHAIRMAN FOR THE PURPOSE OF IDENTIFICATION WAS APPROVED AND RATIFIED AND THAT ANY ONE DIRECTOR OF PETMIN BE AND IS AUTHORISED TO DO ALL SUCH THINGS AND SIGN DOCUMENTS AS MAY BE NECESSARY TO GIVE EFFECT HERETO;
1.3 TO PLACE THE UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS IN TERMS OF THE PROVISIONS OF THE COMPANIES ACT, 1973, AS, AMENDED, AND THE RULES AND REQUIREMENTS OF THE JOHANNESBURG STOCK EXCHANGE ("JSE"); AND
1.4 TO APPROVE THE DECLARATION OF THE DISTRIBUTION OF THE MOLOPE "N" ORDINARY SHARES HELD BY PETMIN BY WAY OF A DIVIDEND TO ALL SHAREHOLDERS REPRESENTED IN THE BOOKS OF THE COMPANY AS AT FRIDAY, 29 JANUARY 1999. 2. ANNOUNCEMENT TO SHAREHOLDERS
SHAREHOLDERS ARE ADVISED TO REFER TO THE CIRCULAR TO SHAREHOLDERS DATED 19 JANUARY 1999 ("THE CIRCULAR"), WHEN READING THIS ANNOUNCEMENT. COPIES OF THE CIRCULAR ARE AVAILABLE AT THE REGISTERED OFFICE OF THE COMPANY.
AS STATED IN PARAGRAPH 17 OF THE CIRCULAR, RONHOLD INVESTMENTS (PROPRIETARY) LIMITED ("RONHOLD") HAS BROUGHT AN APPLICATION AGAINST HARMONY AND PETMIN TO INTERDICT THE FINALISATION OF THE ACQUISITION AGREEMENT. LEGAL ADVICE HAS BEEN SOUGHT AND IT IS BELIEVED THAT THE APPLICATION HAS NO MERIT AND HAS BEEN OPPOSED. IN ANY EVENT HARMONY HAS IN THE ACQUISITION AGREEMENT WARRANTED THAT, ON THE CLOSING DATE, IT WILL BE ENTITLED AND ABLE TO GIVE FREE AND UNENCUMBERED TITLE OF THE SHARES OF AND SHAREHOLDERS LOANS AGAINST GROOTVLEI AND CONS MODDER TO PETREX IN TERMS OF THE ACQUISITION AGREEMENT. THE ACQUISITION AGREEMENT WAS SIGNED ON 2 DECEMBER 1998 AND PETREX TOOK POSSESSION OF THE MINING OPERATIONS OF GROOTVLEI AND CONS MODDER ON 15 DECEMBER 1998. AS STATED IN 1.2 ABOVE THE ACQUISITION AGREEMENT HAS BEEN APPROVED AND RATIFIED BY THE SHAREHOLDERS OF PETMIN IN GENERAL MEETING.
THE APPLICATION WAS LAUNCHED IN THE NORMAL COURSE AND NOT BROUGHT AS AN URGENT APPLICATION AND THEREFORE, SINCE IT IS OPPOSED, WILL NOT ACHIEVE A HEARING IN COURT AT LEAST UNTIL APRIL OR MAY THIS YEAR.
HARMONY ADVISED RONHOLD OF THE ENVISAGED TIME PERIODS WITHIN WHICH THE ACQUISITION AGREEMENT WOULD BE FULLY IMPLEMENTED AND THAT ACCORDINGLY THE ONLY REMEDY WHICH WOULD LIE OPEN TO RONHOLD WOULD BE TO CLAIM FOR DAMAGES. RONHOLD WAS FURTHER ADVISED THAT HARMONY INTENDED PROCEEDING WITH THE IMPLEMENTATION OF THE ACQUISITION AGREEMENT, UNLESS IT WAS OTHERWISE ORDERED BY THE COURT. DESPITE THIS THE APPLICATION IS PROCEEDING ON A NORMAL BASIS.
THE GROOTVLEI AND CONS MODDER SHARES WILL BE TRANSFERRED TO PETREX AND THE 40 000 000 (FORTY MILLION) ORDINARY SHARES ("SETTLEMENT SHARES") IN PETMIN WILL BE ISSUED ON 15 FEBRUARY 1999. THE SETTLEMENT SHARES WILL HOWEVER NOT BE TRADED ON THE JSE UNTIL SUCH TIME AS THE LITIGATION HAS BEEN RESOLVED. PRETORIA 10 FEBRUARY 1999 REGISTERED ADDRESS: 5TH FLOOR GUARANTEE HOUSE 28 VISAGIE STREET PRETORIA, 0002

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