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HARMONY/EVANDER - IMPLEMENTATION OF SCHEME OF ARRANGEMENT

Release Date: 25/08/1998 17:48:16      Code(s): HAR HAROEVR
SCHEME OF ARRANGEMENT AND SURRENDER OF SHARE CERTIFICATES
HARMONY GOLD MINING COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/38232/06)
(NASDAQ TRADING SYMBOL: HGMCY)
("HARMONY")
(FORMERLY KINROSS MINES LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 63/06226/06)
("EVANDER")
IMPLEMENTATION OF SCHEME OF ARRANGEMENT AND SURRENDER OF SHARE CERTIFICATES
1. INTRODUCTION
THE DIRECTORS OF HARMONY AND EVANDER ARE PLEASED TO ANNOUNCE THAT:
1.1 THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL DIVISION) HAS
SANCTIONED THE SCHEME OF ARRANGEMENT ("THE SCHEME") PROPOSED BY HARMONY BETWEEN
EVANDER AND ITS SHAREHOLDERS, OTHER THAN HARMONY, IN TERMS OF SECTION 311 OF
THE COMPANIES ACT, 1973 (ACT 61 OF 1973), AS AMENDED, AND HAS CONFIRMED THE
REDUCTION OF EVANDER'S ISSUED SHARE CAPITAL; AND
1.2 THE ORDERS OF COURT AND THE SPECIAL RESOLUTION HAVE BEEN LODGED WITH THE
REGISTRAR OF COMPANIES FOR REGISTRATION.
2. STOCK EXCHANGE LISTINGS
THE JOHANNESBURG STOCK EXCHANGE ("THE JSE") HAS AGREED TO TERMINATE THE LISTING
OF THE EVANDER SHARES FROM THE CLOSE OF BUSINESS ON FRIDAY, 28 AUGUST 1998 AND
TO LIST THE NEW HARMONY SHARES ISSUED AS THE SCHEME CONSIDERATION FROM MONDAY,
31 AUGUST 1998. APPLICATION WILL BE MADE TO THE LONDON STOCK EXCHANGE LIMITED
("THE LSE") TO TERMINATE THE LISTING OF THE EVANDER SHARES AND TO THE BRUSSELS
STOCK EXCHANGE ("THE BSE") TO TERMINATE THE LISTING OF INTERNATIONAL DEPOSITORY
RECEIPTS REPRESENTING EVANDER SHARES. APPLICATION WILL BE MADE TO THE LSE, THE
BSE AND THE PARIS BOURSE FOR THE NEW HARMONY SHARES ISSUED AS THE SCHEME
CONSIDERATION TO BE INCLUDED IN THE OFFICIAL LISTS OF THOSE EXCHANGES.
APPLICATION WILL ALSO BE MADE, WHERE APPLICABLE, FOR ADRS REPRESENTING NEW
HARMONY SHARES WHICH ARE CONVERTED INTO ADRS, AT THE INSTANCE OF THE HARMONY
SHAREHOLDERS CONCERNED, TO BE LISTED ON THE NASDAQ STOCK MARKET INCORPORATED.
3. SURRENDER OF EVANDER SHARE CERTIFICATES
IF THEY HAVE NOT ALREADY DONE SO, EVANDER SHAREHOLDERS ARE REQUESTED TO
SURRENDER THEIR SHARE CERTIFICATES AND/OR OTHER DOCUMENTS OF TITLE TO EVANDER
SHARES AS SOON AS POSSIBLE TO THE SOUTH AFRICAN TRANSFER SECRETARIES,
CONSOLIDATED SHARE REGISTRARS LIMITED, 1ST FLOOR, EDURA HOUSE, 40 COMMISSIONER
STREET, JOHANNESBURG (PO BOX 61051, MARSHALLTOWN, 2107) OR TO THE UNITED
KINGDOM REGISTRAR, INDEPENDENT REGISTRARS GROUP LIMITED, BOURNE HOUSE, 34
BECKENHAM ROAD, BECKENHAM, KENT, BR3 4TU, IN ORDER THAT THEY MAY RECEIVE THE
NEW HARMONY SHARES DUE TO THEM IN TERMS OF THE SCHEME.
FORMS TO BE USED FOR SUCH SURRENDER WERE INCLUDED IN THE CIRCULAR TO EVANDER
SHAREHOLDERS DATED 23 JULY 1998 AND FURTHER FORMS OF SURRENDER WILL BE POSTED
ON OR ABOUT MONDAY, 31 AUGUST 1998 TO ALL HOLDERS OF EVANDER SHARES, REGISTERED
AS SUCH AT THE CLOSE OF BUSINESS ON FRIDAY, 28 AUGUST 1998.
WOODMEAD
25 AUGUST 1998
CORPORATE ADVISER TO HARMONY
THE CORNER HOUSE (PTY) LTD
(REGISTRATION NUMBER 97/08185/07)
ATTORNEYS TO HARMONY AND THE SCHEME
BOWMAN GILFILLAN HAYMAN GODFREY ATTORNEYS
SPONSORING BROKER TO HARMONY
RICE RINALDI TURNER & CO
(A MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
MERCHANT BANK TO EVANDER AND SCHEME MEMBERS
SCMB
STANDARD CORPORATE AND MERCHANT BANK
(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 62/00738/06)
ATTORNEYS TO EVANDER
EDWARD NATHAN FRIEDLAND INC
(REGISTRATION NUMBER 77/00525/21)
SPONSORING BROKER TO EVANDER
DEUTSCHE MORGAN GRENFELL (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 73/06709/07)



                                        
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