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Assmang / Assore / ARM - Scheme Of Arrangement Between Assmang And Its Shareholders Assmang Limited (Incorporated in the Republic of South Africa) (Registration number 1935/007343/06) JSE share code: ASG ISIN: ZAE000030789 ("Assmang") Assore Limited (Incorporated in the Republic of South Africa) (Registration number 1950/037394/06) JSE share code: ASR ISIN: ZAE000017117 ("Assore") African Rainbow Minerals Limited (Incorporated in the Republic of South Africa) (Registration number 1933/004580/06) JSE share code: ARI and LSE share code: AGM ISIN: ZAE000054045 ("ARM") SCHEME OF ARRANGEMENT BETWEEN ASSMANG AND ITS SHAREHOLDERS Assmang shareholders are referred to the previous announcements relating to the scheme of arrangement in terms of section 311 of the Companies Act, No. 61 of 1973, as amended, ("the scheme"), proposed by Assore between Assmang and all of its shareholders, other than Assore and ARM, in terms of which Assore will acquire all the shares in the issued ordinary share capital of Assmang ("Assmang shares"), other than those already held by Assore and ARM. Assmang shareholders are advised that on Tuesday, 7 February 2006: The High Court of South Africa (Witwatersrand Local Division) granted an Order of Court sanctioning the scheme ("the Order"); and the Registrar of Companies registered the Order. As a result, all of the conditions precedent have been fulfilled and the scheme is now unconditional. The remaining salient dates and times in relation to the scheme are set out below. 2006 Last day to trade in Assmang shares on the JSE Limited ("JSE") in order for Assmang shareholders to be eligible to receive the scheme consideration, at 12:00 on Friday, 17 February Listing of the Assmang shares on the JSE suspended at the commencement of trading on Monday, 20 February Record date for the scheme, being the date on which Assmang shareholders must be recorded on the register of members of Assmang in order to become entitled to receive the scheme consideration ("scheme participants"), at the close of business on Friday, 24 February Operative date of the scheme, at the commencement of trading on the JSE on Monday, 27 February The scheme consideration is expected to be transferred or posted (as the case may be), to certificated scheme participants whose documents of title are received by the transfer secretaries before 12:00 on Friday, 24 February 2006 on Monday, 27 February Or Failing receipt of documents of title before 12:00 on Friday, 24 February 2006, within five business days of receipt thereof by the transfer secretaries. The scheme consideration is expected to be credited to the dematerialised scheme participants" accounts held at their CSDP or broker and share balances updated from Monday, 27 February Listing of the Assmang shares on the JSE terminated at the commencement of trading on Tuesday, 28 February Notes: 1. The abovementioned times and dates are South African times and dates. 2. Assmang shareholders may not dematerialise or rematerialise their existing Assmang shares after Friday, 17 February 2006. Illovo Johannesburg 7 February 2006 Investment bank and transaction sponsor Standard Bank Sponsor to Assmang Ernst & Young Sponsors (Pty) Ltd Attorneys to the transaction Webber Wentzel Bowens Auditors and reporting accountants to Assmang Ernst & Young Independent professional expert to Assmang KPMG Attorneys to ARM Jowell Glyn & Marais Date: 07/02/2006 05:56:04 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
