WITWATERSRAND CONS GOLD RESOURCES - Posting of circular and notice of scheme meeting

Release Date: 12/02/2014 17:00
Code(s): WGR
 
Wrap Text
Posting of circular and notice of scheme meeting

WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
Registration Number 2002/031365/06
JSE Code: WGR
ISIN: ZAE000079703
TSX Code: WGR
CUSIP Number: S98297104
("Wits Gold” or the “Company")

POSTING OF CIRCULAR AND NOTICE OF SCHEME MEETING

1. INTRODUCTION
Wits Gold Shareholders are referred to the Firm Intention Announcement
dated 11 December 2013, as well as the further announcement by the Company
dated 13 December 2013, released on SENS and filed on SEDAR, and are
advised that a circular containing, inter alia:
  - details of the scheme of arrangement (“Scheme”) in terms of section
     114 read with section 115 of the South African Companies Act, 2008
     (“the Companies Act”) proposed by the board of directors of Wits Gold
     between Wits Gold and the Wits Gold Shareholders pursuant to which
     Sibanye Gold Limited (“Sibanye”) will acquire all the shares held by
     Wits Gold Shareholders who are registered as such in the securities
     register of Wits Gold (“Scheme Shares”) for a cash payment of ZAR11.55
     for each Scheme Share (“Scheme Consideration”);
  - details of the cash consideration to be paid by Sibanye to the holders
     of Wits Gold options in consideration for the cancellation of their
     Wits Gold options (“Wits Gold Options Settlement”);
  - a report by an independent expert in terms of section 114(3) of the
     Companies Act and regulations 87(5) and 90 of the South African
     Companies Regulations, 2011 (“Companies Regulations”);
  - a notice convening a meeting of Wits Gold Shareholders to, inter alia,
     consider and, if deemed fit, approve the Scheme (“Scheme Meeting”);
  - a form of proxy; and
  - a form of surrender and transfer and letter of transmittal,
has been posted to Wits Gold shareholders on Wednesday, 12 February 2014,
and is available on Wits Gold’s website at www.witsgold.com and SEDAR at
www.sedar.com.

Words and expressions, including capitalised terms, in this announcement
shall have the same meaning as assigned to them in the Circular, unless
indicated otherwise.

2. INDEPENDENT EXPERT’S REPORT
The independent board of Wits Gold established for the purpose of assessing
the Scheme (“Independent Board”) has appointed BDO Corporate Finance
Proprietary Limited (“Independent Expert”) to consider the terms and
conditions of the Scheme and the Wits Gold Options Settlement and to
advise, inter alia, whether the consideration payable in terms of the
Scheme and the Wits Gold Options Settlement is fair and reasonable.

The Independent Expert has advised the Independent Board that it is of the
opinion that the consideration payable in terms of the Scheme and the Wits
Gold Options Settlement is fair and reasonable. The full report of the
Independent Expert and the basis for its conclusions are included in the
Circular.

3. SHAREHOLDER SUPPORT
As at 30 January 2014, irrevocable undertakings from Wits Gold shareholders
holding collectively [60.92%] of the Scheme Shares have been received by
Wits Gold and Sibanye.

4. NOTICE OF SCHEME MEETING
The Scheme Meeting will be held at 15:00 Central African Time (“CAT”)/08:00
Eastern Time (“ET”) on Thursday, 13 March 2014, at the office of Macquarie
First South Capital Proprietary Limited, South Wing, The Place, 1 Sandton
Drive, Sandown, for the purpose of considering and, if deemed fit, passing,
with or without modification, the resolutions required to approve the
Scheme and certain related matters.

5. SALIENT DATES AND TIMES
The salient dates and times relating to the Scheme are set out in the timetable
below.


Key action                                                       2014
Record date for Wits Gold
Shareholders to be recorded in the
Register in order to be entitled to
receive the Circular                           Friday      7 February
Posting of Circular to Wits Gold
Shareholders and Notice of Scheme
Meeting released on SENS and filed on
SEDAR                                       Wednesday     12 February
Notice of Scheme Meeting published in
the South African press                      Thursday     13 February
Last day to trade in Wits Gold Shares
in order to be recorded in the
Register on the Voting Record Date
(Voting Last Day to Trade)                     Friday     28 February
Voting Record Date for Wits Gold
Shareholders to be recorded in the
Register in order to be eligible to
vote at the Scheme Meeting                     Friday         7 March
Forms of Proxy to be received by the
Transfer Secretary by no later than
15:00 CAT / 08:00 ET on                       Tuesday        11 March
Last date and time for Wits Gold
Shareholders to give notice to Wits
Gold objecting to the Special
Resolution in terms of section 164 of
the Companies Act by no later than
15:00 CAT / 08:00 ET on                      Thursday        13 March
Scheme Meeting at 15:00 CAT / 08:00
ET on                                        Thursday        13 March
Results of Scheme Meeting released on
SENS and filed on SEDAR                      Thursday        13 March
Results of Scheme Meeting published            Friday        14 March
in the South African press
If the Scheme is approved by Wits
Gold Shareholders at the Scheme
Meeting:
Last day for Wits Gold Shareholders
who voted against the Scheme to
require Wits Gold to seek court
approval for the Scheme in terms of
section 115(3)(a) of the Companies
Act                                           Thursday        20 March
Last day for Wits Gold to send notice
of adoption of Special Resolution to
Dissenting Shareholders, in
accordance with section 164 of the
Companies Act                                 Friday         28 March
Last day for a Wits Gold Shareholder
who voted against the Scheme to apply
to court for leave to apply for a
review of the Scheme in terms of
section 115(3)(b) of the Companies
Act                                           Friday          28 March
The following dates assume that no
court approval or review of the
Scheme is required and will be
confirmed in the Finalisation Date
announcement if the Scheme becomes
unconditional:
Expected Fulfilment Date                      Friday         28 March
Finalisation Date announcement
expected to be released on SENS and
filed on SEDAR                                Thursday       13 March
Finalisation Date announcement
expected to be published in the South
African press                                 Friday         14 March
Expected last day to trade in Wits
Gold Shares in order to be recorded
in the JSE Branch Register on the
Scheme Record Date (Scheme Last Day
to Trade)                                    Thursday        20 March
Expected date of suspension of
listing of Wits Gold Shares on the
JSE                                          Monday          24 March
Expected Scheme Record Date on which
Wits Gold JSE Shareholders must be
recorded in the Register to receive
the Scheme Consideration                     Friday           28 March
Expected Operative Date of the Scheme        Monday           31 March
Scheme Consideration expected to be
posted/paid to Certificated Wits Gold
JSE Shareholders and Wits Gold TSX
Shareholders (provided their Form of
Surrender and Transfer (pink) or
Letter of Transmittal (yellow)
respectively are received on or prior         Monday           31 March
to 12:00 CAT / 12:00 ET on the Scheme
Record Date)
 Scheme Participants with
 Dematerialised Wits Gold JSE Shares
 expected to have their accounts with
 their CSDP or broker credited with
 the Scheme Consideration on or about         Monday            31 March
 Expected termination of listing of
 Wits Gold Shares at commencement of
 trade on the JSE and TSX                     Tuesday            1 April
Notes:
1.   All dates and times in respect of the Scheme are subject to change by
     mutual agreement between Wits Gold and Sibanye and the approval of the
     JSE, TSX and Takeover Regulation Panel. The dates have been determined
     based on assumptions regarding the dates by which certain regulatory
     approvals including, but not limited to, that of the Competition
     Authorities, will be obtained and that no court approval or review of
     the Scheme will be required. Any change in the dates and times will be
     released on SENS, filed on SEDAR and published in the South African
     press.
2.   Wits Gold TSX Shareholders should note that to account for differences
     in settlement processes on the JSE and the TSX, the record date for
     voting for such Wits Gold TSX Shareholders (as such concept is
     generally understood in Canada) will be February 28, 2014 to match the
     Voting Last Day to Trade for Wits Gold JSE Shareholders.
3.   As the salient dates and times are subject to change, they may not be
     regarded as consent or dispensation for any time periods which may be
     required in terms of the Companies Act or the Companies Regulations,
     where applicable, and any such consents or dispensations must be
     specifically applied for and granted.
4.   The Takeover Regulation Panel granted Wits Gold an extension in
     respect of the date for the posting of the Circular due to the public
     and other holidays generally experienced during December and January
     in South Africa.
5.   A Wits Gold Shareholder may submit a Form of Proxy at the commencement
     of the Scheme Meeting (or commencement of the adjourned or postponed
     Scheme Meeting) or hand it to the chairman of the Scheme Meeting
     before the appointed proxy exercises any of the relevant shareholder’s
     rights at the Scheme Meeting (or adjourned or postponed Scheme
     Meeting).
6.   If the Scheme Meeting is adjourned or postponed, Forms of Proxy
     submitted for the initial Scheme Meeting will remain valid in respect
     of any adjournment or postponement of the Scheme Meeting.
7.   Wits Gold JSE Shareholders should note that as transactions in Wits
     Gold Shares are settled in the electronic settlement system used by
     Strate and settlement of trades take place five Business Days after
     such trade, persons who acquire Wits Gold Shares after the Voting Last
     Day to Trade (i.e. Friday, 28 February 2014) will not be eligible to
     vote at the Scheme Meeting. Provided the Scheme is approved, Wits Gold
     Shares on the Scheme Last Day to Trade (expected to be Thursday, 20
     March 2014) will participate in the Scheme (i.e. sell their Wits Gold
     Shares to Sibanye in accordance with the Scheme for the Scheme
     Consideration).
8.   If the Scheme becomes operative, Wits Gold Shares may not be
     dematerialised or re-materialised after the Scheme Last Day to Trade
     (expected to be Thursday, 20 March 2014).
9.   All times given in this announcement are, unless the context indicates
     to the contrary, local times in South Africa.

Johannesburg
12 February 2014

Corporate Adviser and Lead JSE Sponsor
Macquarie First South Capital Proprietary Limited

JSE Sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited

South African Legal Advisor
Brink Falcon Hume Inc

Canadian Legal Advisor
Stikeman Elliott

For further information please contact:
Philip Kotze                    Hethen Hira
Chief Executive Officer         Vice President: Corporate Affairs
Tel: +27 11 832 1749            Tel: +27 11 832 1749

www.witsgold.com

Forward-Looking Statements

Certain statements included in this announcement, as well as oral
statements that may be made by Wits Gold, or by its officers, directors or
employees acting on its behalf related to the subject matter hereof,
constitute or are based on forward-looking statements.

These forward-looking statements involve a number of known and unknown
risks, uncertainties and other factors, many of which are difficult to
predict and generally beyond the control of Wits Gold, that could cause
actual results and outcomes of Wits Gold to be materially different from
historic results or from any future results expressed or implied by such
forward-looking statements.

Such risks, uncertainties and other factors include, among others, the
parties’ (being Wits Gold and Sibanye) ability to complete the Scheme and
the anticipated timing related thereto. Wits Gold undertakes no obligation
to update publicly or release any revisions to these forward-looking
statements to reflect events or circumstances after the date of this
announcement or to reflect any change in Wits Gold’s expectations with
regard thereto.

Date: 12/02/2014 05:00:00 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.

Email this JSE Sens Item to a Friend.

Share This Story