WITWATERSRAND CONS GOLD RESOURCES - Finalisation and Withdrawal of Cautionary Announcement

Release Date: 31/03/2014 09:02
Code(s): WGR
 
Wrap Text
Finalisation  and  Withdrawal of Cautionary Announcement

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")

FINALISATION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

1. INTRODUCTION
Wits Gold Shareholders are referred to the Results of Scheme Meeting Announcement on
SENS and filed on SEDAR dated 13 March 2014, together with the circular issued to Wits
Gold Shareholders on 12 February 2014, regarding the Scheme and Scheme Meeting (the
“Circular”).

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. OUTSTANDING SCHEME CONDITIONS PRECEDENT AND WITHDRAWAL OF
CAUTIONARY
Wits Gold Shareholders are advised that all conditions precedent to the Scheme, as detailed
in the Circular, have been fulfilled or waived and consequently the Scheme is now
unconditional. Upon implementation of the Scheme, an application will be made to the
relevant authorities for the delisting of all of Wits Gold’s shares from the JSE Limited and the
Toronto Stock Exchange, the termination of the Wits Gold American Depository Receipt
programme, and for Wits Gold to cease being a reporting issuer in Canada, and Sibanye
Gold will assume the rights and obligations of Wits Gold.

Consequently, shareholders are referred to the cautionary announcement relating to the
offer by Wits Gold to acquire Southgold Exploration Proprietary Limited (“Southgold
Acquisition”) dated 17 February 2014, and are advised that caution is no longer required to
be exercised by Wits Gold shareholders when dealing in Wits Gold securities as Sibanye
Gold will now assume Wits Gold’s rights and obligations in respect of the Southgold
Acquisition.


3. SALIENT DATES AND TIMES
 Key action                                                                      2014
 Fulfilment Date                                             Monday              31 March
 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)                      Friday              4 April
 Date of suspension of listing of Wits Gold Shares on
 the JSE                                                     Monday              7 April
 Conversion Reference Date                                   Monday              7 April
 Scheme Record Date on which Wits Gold JSE
 Shareholders must be recorded in the Register to
 receive the Scheme Consideration                            Friday              11 April

 Operative Date of the Scheme                           Monday                   14 April
 Scheme Consideration to be posted/paid to Certificated
 Wits Gold JSE Shareholders and Wits Gold TSX
 Shareholders (provided their Form of Surrender and Monday                       14 April
 Transfer (pink) or Letter of Transmittal (yellow)
 respectively are received on or prior to 12:00 CAT /
 12:00 ET on the Scheme Record Date)
 Scheme Participants with Dematerialised Wits Gold
 JSE Shares to have their accounts with their CSDP or
 broker credited with the Scheme Consideration on or
 about                                                     Monday              14 April
 Termination of listing of Wits Gold Shares at
 commencement of trade on the JSE and TSX                  Tuesday             15 April
Notes:
1.     Wits Gold Shares on the Scheme Record Date (Friday, 11 April 2014) will participate
       in the Scheme (i.e. sell their Shares to Sibanye in accordance with the Scheme for
       the Scheme Consideration).
2.     Wits Gold Shares may not be Dematerialised or rematerialised after the Scheme Last
       Day to Trade (Friday, 4 April 2014).
3.     All times given in this announcement are, unless the context indicates to the contrary,
       local times in South Africa.
4.     As noted on page 25 of the Circular, Wits Gold Shareholders will receive a cash
       consideration of the CAD equivalent of ZAR11.55 per Wits Gold TSX Share,
       calculated using the rate of exchange quoted on the website of the Bank of Canada
       as the reference rate of the South African Rand against the Canadian Dollar at
       midday Toronto time on the Conversion Reference Date (Monday, 7 April 2014).


Johannesburg
31 March 2014

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

JSE Sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited

South African Legal Adviser
Falcon & Hume Inc

Canadian Legal Adviser
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
except as otherwise required by law.

Date: 31/03/2014 09:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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