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ARHP - Anglorand Holdings Limited - Proposed delisting of Anglorand and offer to minorities and cautionary announcement Anglorand Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1905/002423/06) ("Anglorand" or "the Company") ISIN: ZAE000015210 Share Code: ARHP PROPOSED DELISTING OF ANGLORAND AND OFFER TO MINORITIES AND CAUTIONARY ANNOUNCEMENT 1. Introduction Arcay Moela Sponsors is authorised to announce that the board of directors of Anglorand ("the Anglorand Board") has resolved to seek the approval of all holders of Anglorand cumulative preference shares ("Anglorand shareholders") at a general meeting convened for the purpose of the delisting of the company`s securities from the JSE, subject to the conditions precedent set out in paragraph 3 of this announcement ("the general meeting"). 2. Rationale for the Delisting The board has taken the following factors into account in regard to the proposed delisting: * the largest shareholders hold approximately 90.86% of Anglorand`s issued cumulative preference share capital; * of the remaining 9.14% held by the general public and directors, most shareholders are inactive, which has resulted in very low levels of trade in the company`s securities on the JSE; * the company does not expect to raise capital during the next couple of years; * as a result of the above, the benefits of listing are out of proportion to the management time and expense pertaining thereto The delisting will be effected by way of an application to the listings division of the JSE in terms of paragraph 1.13 of the JSE Listings Requirements and approval by the requisite majority of shareholders in the general meeting. Neither the controlling shareholders nor any parties associated with the controlling shareholders may vote on the resolution approving the delisting of the company. 3. Conditions Precedent The offer and the delisting of the company from the JSE are subject to the following conditions precedent: * The furnishing by the JSE of consent and authorities required in respect of the offer and delisting of the company; * The passing at the general meeting by the requisite majority of Anglorand cumulative preference shareholders, excluding the controlling shareholders, of the ordinary resolution required to implement the delisting. 4. Opinions In accordance with the JSE Listings Requirements, the Anglorand Board has appointed an Independent Professional Expert to review the terms and conditions of the offer to ensure that the offer is fair. The opinion of the Independent Professional Expert will be included in the circular to shareholders. 5. Terms of the offer Hamlet investment has made an offer to cumulative preference shareholders to acquire all or part of the Anglorand preference shares for a purchase consideration of 200 cents per share, which offer is subject to the approval of cumulative preference shareholders in general meeting of the proposed delisting of the Anglorand preference shares from the JSE. 6. Cash Confirmation to the JSE Anglorand provided guarantees acceptable to the JSE that it has sufficient cash resources available to it to meet all of its financial obligations in terms of the offer. 7. Salient dates and times 2011 Last day to trade in order to be eligible to vote at Friday, 14 October the general meeting Record date Friday, 21 October Last day to lodge forms of proxy by 11h00 Monday, 31 October Offer opens Tuesday, 1 November Extraordinary general meeting of cumulative Tuesday, 1 November preference shareholders to be held at 11h00 Results of extraordinary general meeting and Tuesday, 1 November finalisation announcement published on SENS Results of extraordinary general meeting and Wednesday, 2 November finalisation announcement published in Press Last day to trade in order to be eligible to accept Thursday, 8 December the offer Preference shares suspended at commencement of trade Friday, 9 December Record date of the offer Thursday, 15 December Dematerialised shareholders who have accepted the Monday, 19 December offer will have their accounts credited within 6 days of receipt by the transfer secretaries with the latest payment being made on or about Certificated shareholders who have accepted the offer Monday, 19 December will have their accounts credited within 6 days of receipt by the transfer secretaries once the offer becomes unconditional, with the latest payment being made on or about Termination of listing of the preference shares from Tuesday, 20 December commencement of business Offer closes at 12h00 Thursday, 15 December 8. Cautionary announcement Shareholders are advised that the abovementioned proposed transaction may have a material effect on the price of Anglorand`s securities. Accordingly, shareholders are advised to exercise caution when dealing in the Company`s securities until a further announcement is made. Johannesburg 30 September 2011 Sponsor Arcay Moela Sponsors (Pty) Limited Date: 30/09/2011 10:44:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
