GOLIATH GOLD MINING LIMITED - Fulfilment of Outstanding Condition Precedent and Finalisation Announcement

Release Date: 18/11/2015 10:30
Code(s): GGM
 
Wrap Text
Fulfilment of Outstanding Condition Precedent and Finalisation Announcement

GOLIATH GOLD MINING LIMITED
Incorporated in the Republic of South Africa
(Registration number 1933/004523/06)
Share code: GGM ISIN: ZAE000154753
(“Goliath Gold” or “the Company”)


FULFILMENT OF OUTSTANDING CONDITION PRECEDENT AND FINALISATION ANNOUNCEMENT


Shareholders are referred to the announcements released on the Stock Exchange News Service of the
JSE Limited on 22 September 2015, 15 October 2015, 4 November 2015 and 16 November 2015, and to
the circular to Shareholders dated 15 October 2015 (“Circular”) (and using the terms therein unless
otherwise stated) regarding the firm offer by Gold One Africa to acquire all the Goliath Gold ordinary
shares that Gold One Africa does not already own, by way of a Scheme in terms of section 114 of the
Companies Act, to be proposed by the Goliath Gold Board between Goliath Gold and Goliath Gold
Shareholders.

Shareholders are advised that, following receipt from the Takeover Regulation Panel (“Panel”) of a
compliance certificate in terms of section 119(4)(b) of the Companies Act in respect of the Scheme on
17 November 2015, all outstanding conditions precedent to the Scheme have now been fulfilled.

Accordingly, Goliath Shareholders are advised that the salient dates which were set out in the Circular,
have been amended by mutual agreement between Goliath Gold and Gold One Africa (with the approval
of JSE Limited (“JSE”) and the Panel) as follows:

                                                                                                 2015

Scheme LDT, being the last day to trade Goliath Gold Shares on the JSE in
order to be recorded in the Register to receive the Scheme Consideration, on      Friday, 27 November

Suspension of listing of Goliath Gold Shares on the JSE to take place at the
commencement of trade on                                                          Monday, 30 November

Scheme Consideration Record Date, being the date on which Scheme
Participants must be recorded in the Register to receive the Scheme
Consideration, by close of trade on                                                Friday, 4 December

Last date on which the Scheme Participants can make an election in respect
of the Scheme Consideration by 12:00 on                                            Friday, 4 December

Date on which the Scheme is implemented                                            Monday, 7 December

Immediate Cash Payment to be paid/posted to Scheme Participants who are
Certificated Shareholders (provided their form of election, surrender and
transfer (blue) and Documents of Title are received on or prior to 12:00 on
the Scheme Consideration Record Date) on or about                                  Monday, 7 December

Scheme Participants who are Dematerialised Shareholders to have their
accounts (held at their CSDP or broker) credited with the Immediate Cash
Payment on or about                                                                Monday, 7 December

Termination of listing of Goliath Gold Shares on the JSE to take place at the
commencement of trade on or about                                                 Tuesday, 8 December
 
                                                                                                 2017
Deferred Cash Payment to be paid/posted to Scheme Participants who are
Certificated Shareholders (provided that the form of election surrender and
transfer (blue) and Documents of Title are received on or prior to 12:00 on
the Scheme Consideration Record Date on or about                                      Tuesday, 6 June

Scheme Participants who are Dematerialised Shareholders to have their
accounts (held at their CSDP or broker) credited with the Deferred Cash
Payment on or about                                                                   Tuesday, 6 June


Johannesburg
18 November 2015

Corporate Adviser and Transaction Sponsor to Goliath Gold
Merchantec Capital

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