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HARMONY - ADDLOT OFFER

Release Date: 07/05/1998 17:47:30      Code(s): HAR HARO
HARMONY GOLD MINING COMPANY LIMITED
(REGISTRATION NUMBER 05/38232/06)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
NASDAQ TRADING SYMBOL HGMCY
("HARMONY" OR "THE COMPANY")
DIRECTORS:
L HEWITT (CHAIRMAN), ZB SWANEPOEL (MANAGING), F ABBOTT, RA ANDREW (BRITISH), R
A L ATKINSON, GP BRIGGS (ALTERNATE), F DIPPENAAR, NJ FRONEMAN, T S A GROBICKI,
RAR KEBBLE, PC PIENAAR (ALTERNATE), FR SULLIVAN
AN ODDLOT OFFER, THE SUBSEQUENT CONSOLIDATION OF ORDINARY SHARES AND OPTIONS
AND AN INCREASE IN AUTHORISED CAPITAL
INTRODUCTION
IT WAS ANNOUNCED IN THE PRESS ON MONDAY, 4 MAY 1998 THAT HARMONY WOULD BE
PROPOSING AN ODDLOT OFFER. HARMONY HAS A LARGE NUMBER OF SHAREHOLDERS AND
OPTION HOLDERS ("EQUITY INSTRUMENT HOLDERS") (13 833 AT THE CLOSE OF BUSINESS
ON 6 MAY 1998), OF WHOM 6 614, OR 47,81 PER CENT, HOLD LESS THAN 100 HARMONY
SHARES AND 2 708 OR 19,58 PER CENT HOLD LESS THAN 100 HARMONY OPTIONS ("ODDLOT
HOLDERS"). IN ORDER TO REDUCE THE SUBSTANTIAL RECURRING ADMINISTRATIVE COSTS
ASSOCIATED WITH THIS LARGE NUMBER OF ODDLOT HOLDERS, THE DIRECTORS OF THE
COMPANY HAVE PROPOSED AN ODDLOT OFFER AND THEREAFTER THE CONSOLIDATION AND
SUBDIVISION OF THE COMPANY'S SHARES AND OPTIONS ("EQUITY INSTRUMENTS"). THIS
WILL EFFECT A REDUCTION IN THE NUMBER OF ODDLOT HOLDERS IN AN EQUITABLE MANNER.
THE DIRECTORS CONSIDER IT ADVISABLE TO INCREASE THE AUTHORISED SHARE CAPITAL OF
THE COMPANY FROM R37 500 000 DIVIDED INTO 75 000 000 ORDINARY SHARES OF 50
CENTS EACH TO R60 000 000 DIVIDED INTO 120 000 000 ORDINARY SHARES OF 50 CENTS
EACH BY THE CREATION OF AN ADDITIONAL 45 000 000 ORDINARY SHARES OF 50 CENTS
EACH. THIS INCREASE IS PROPOSED TO ALLOW FOR THE FUTURE NEEDS OF THE COMPANY.
THE ODDLOT OFFER
ALL EQUITY INSTRUMENT HOLDERS WHO ARE REGISTERED HOLDERS OF LESS THAN 100
EQUITY INSTRUMENTS AT THE CLOSE OF BUSINESS ON FRIDAY, 8 MAY 1998 AND WHO ARE
STILL SO REGISTERED AT THE CLOSE OF BUSINESS ON FRIDAY, 5 JUNE 1998 ARE
ENTITLED TO PARTICIPATE IN THE ODDLOT OFFER. EQUITY INSTRUMENT HOLDERS WHO
ACQUIRE ODDLOT HOLDINGS BETWEEN 8 MAY AND 5 JUNE 1998, MAY ALSO PARTICIPATE ON
SUPPLYING SATISFACTORY PROOF TO THE SOUTH AFRICAN TRANSFER SECRETARIES OR
UNITED KINGDOM REGISTRARS THAT THEIR ODDLOT HOLDINGS AROSE FROM A TRANSACTION
CONCLUDED PRIOR TO 8 MAY 1998.
IN TERMS OF THE ODDLOT OFFER, ODDLOT HOLDERS MAY UP TO 16:00 (LOCAL TIME IN
SOUTH AFRICA) ON 5 JUNE 1998 ELECT TO RETAIN THEIR ODDLOTS OR SELL THEIR
ODDLOTS AT R27,79 PER SHARE OR R5,64 PER OPTION ("THE OFFER PRICE") OR PURCHASE
A SUFFICIENT NUMBER OF ADDITIONAL EQUITY INSTRUMENTS AT THE APPLICABLE OFFER
PRICE TO ROUND UP THEIR ODDLOT HOLDINGS TO 100. THE OFFER PRICES HAVE BEEN
DETERMINED BY TAKING INTO ACCOUNT THE AVERAGE WEIGHTED TRADED PRICE ON THE
JOHANNESBURG STOCK EXCHANGE OVER THE TEN TRADING DAYS ENDED 6 MAY 1998.
TRANSACTION COSTS (INCLUDING STAMP DUTIES) IN THE EVENT OF ROUNDING UP WILL BE
FOR THE ACCOUNT OF THE COMPANY.
THE CONSOLIDATION AND SUBDIVISION
SUBSEQUENT TO THE ODDLOT OFFER, IT IS PROPOSED THAT THE EQUITY INSTRUMENTS BE
CONSOLIDATED ON THE BASIS OF 100:1. THIS WILL RESULT IN ODDLOT HOLDERS HOLDING
FRACTIONS OF SHARES OR OPTIONS, WHICH WILL BE AGGREGATED AND SOLD AT THE
APPLICABLE OFFER PRICE. THE EQUITY INSTRUMENTS WILL BE SUBDIVIDED ON THE BASIS
OF 1:100 IMMEDIATELY AFTER THE CONSOLIDATION THEREOF.
IF NO ELECTION IN TERMS OF THE ODDLOT OFFER IS MADE, THE EQUITY INSTRUMENT
HOLDERS SHOULD NOTE THAT THEIR EQUITY INSTRUMENTS WILL BECOME FRACTIONS ON
CONSOLIDATION AND BE SOLD FOR CASH.
THE CONSOLIDATION AND SUBDIVISION WILL HAVE NO EFFECT ON NET ASSET VALUE OR
EARNINGS PER SHARE.
INCREASE IN AUTHORISED CAPITAL
THE COMPANY PURSUES A STRATEGY OF INCREASING PRODUCTION AND ACQUIRING QUALITY
OPERATIONAL ASSETS, TO WHICH IT CAN ADD VALUE BY APPLYING ITS PROVEN LOW-COST
MINING SKILLS. THE DIRECTORS BELIEVE THAT THE CURRENT STATE OF FLUX AND
REORGANISATION IN THE GOLD MINING INDUSTRY WILL PRESENT OPPORTUNITIES FOR THE
COMPANY TO ACQUIRE FURTHER OPERATIONAL ASSETS. THE DIRECTORS THEREFORE CONSIDER
IT PRUDENT TO PREPARE FOR SUCH POSSIBLE ACQUISITIONS BY INCREASING THE
AUTHORISED CAPITAL OF THE COMPANY FROM R37 500 000 DIVIDED INTO 75 000 000
ORDINARY SHARES OF 50 CENTS EACH TO R60 000 000 DIVIDED INTO 120 000 000
ORDINARY SHARES OF 50 CENTS EACH BY CREATING AN ADDITIONAL 45 000 000 ORDINARY
SHARES OF 50 CENTS EACH.
GENERAL MEETINGS
IN ORDER TO GIVE EFFECT TO THE ODDLOT OFFER, THE CONSOLIDATION AND SUBDIVISION
AND THE INCREASE IN AUTHORISED CAPITAL, GENERAL MEETINGS OF SHAREHOLDERS AND
OPTION HOLDERS WILL BE CONVENED TO TAKE PLACE AT THE HARMONY CORPORATE OFFICES,
BUILDING 26A, THE WOODLANDS, WESTERN SERVICE ROAD, WOODMEAD, SANDTON, ON
WEDNESDAY, 10 JUNE 1998 AT 14:00 AND 14:30 RESPECTIVELY.
DOCUMENTATION
DOCUMENTATION DEALING WITH THE ODDLOT OFFER, THE CONSOLIDATION AND SUBDIVISION
AND INCREASE IN AUTHORISED CAPITAL WILL BE POSTED TO SHAREHOLDERS AND OPTION
HOLDERS ON OR ABOUT WEDNESDAY, 13 MAY 1998.
VIRGINIA
8 MAY 1998
JOINT SPONSORING BROKERS
INVESTEC SECURITIES
INCORPORATING FERGUSSON BROS.
INVESTEC SECURITIES LIMITED
MEMBERO OF THE JOHANNESBURG STOCK EXCHANGE
REG NO. 72/08905/06
DEUTSCHE MORGAN GRENFELL (SA)(PROPRIETARY)LIMITED
(REGISTRATION NO. 95/11798/07)
DEUTSCHE MORGAN GRENFELL (PROPRIETARY)LIMITED
(REGISTRATION NO. 73/06709/07)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
ATTORNEYS
BOWMAN GILFILLAN HAYMAN GODFREY INC.
(REGISTRATION NUMBER 78/01915/21)
TRANSFER SECRETARIES
IN SOUTH AFRICA:
OPTIMUM REGISTRARS (PTY)LIMITED
4TH FLOOR, EDURA HOUSE
41 FOX STREET, JOHANNESBURG
(PO BOX 62391, MARSHALLTOWN, 2107)
IN THE UNITED KINGDOM:
COMPUTERSHARE SERVICES PLC
POBOX 82
CAXTON HOUSE, REDCLIFFE WAY
BRISTOL, BS99 7 NH



                                        
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