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WRCM/HARMONY - SALIENT DATES FOR THE PROPOSED SCHEME OF ARRANGEMENT

Release Date: 06/09/1999 08:31:14      Code(s): WRC HAR HARO
WEST RAND CONSOLIDATED MINES LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 01/01978/06)
("WRCM")
HARMONY GOLD MINING COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/38232/06)
("HARMONY")
ANNOUNCEMENT REGARDING SALIENT DATES FOR THE PROPOSED SCHEME OF ARRANGEMENT
(THE "SCHEME") IN TERMS OF SECTION 311 OF THE COMPANIES ACT, 1973 (ACT 61 OF
1973), AS AMENDED, BETWEEN WRCM AND ITS SHAREHOLDERS OTHER THAN HARMONY ("THE
SCHEME MEMBERS")
ON THURSDAY, 10 JUNE 1999, HARMONY ANNOUNCED THAT IT INTENDED TO PROPOSE THE
SCHEME BETWEEN WRCM AND THE SCHEME MEMBERS IN TERMS OF WHICH IT WOULD ACQUIRE
THE ENTIRE ISSUED SHARE CAPITAL OF WRCM.
ON 31 AUGUST 1999, THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL
DIVISION) (THE "COURT") GRANTED AN ORDER CONVENING A MEETING OF THE SCHEME
MEMBERS (THE "SCHEME MEETING"). THE DOCUMENTATION SETTING OUT THE DETAILS OF
THE SCHEME HAS BEEN FINALISED AND HAS BEEN POSTED TO THE SCHEME MEMBERS.
HOLDERS OF SHARE WARRANTS TO BEARER IN RESPECT OF ORDINARY SHARES IN WRCM ARE
REFERRED TO THE TERMS OF A SEPARATE ANNOUNCEMENT TO BE PUBLISHED IN THE ENGLISH
PRESS ON OR ABOUT MONDAY, 6 SEPTEMBER 1999.
THE SCHEME MEMBERS ARE BEING OFFERED NEW ORDINARY SHARES HAVING A PAR VALUE OF
50 CENTS EACH IN THE ISSUED SHARE CAPITAL OF HARMONY, IN THE RATIO OF 35.71
ORDINARY SHARES IN HARMONY FOR EVERY 100 ORDINARY SHARES HELD IN WRCM ON THE
RECORD DATE OF THE SCHEME, WHICH IS EXPECTED TO BE FRIDAY, 8 OCTOBER 1999 (THE
"SCHEME CONSIDERATION").
UPON THE SUCCESSFUL IMPLEMENTATION OF THE SCHEME, HARMONY WILL HOLD ALL OF THE
SHARES IN WRCM (THE "WRCM SHARES") AND THE LISTING OF THE WRCM SHARES ON THE
JOHANNESBURG STOCK EXCHANGE (THE "JSE"), THE LONDON STOCK EXCHANGE (THE "LSE")
AND THE PARIS BOURSE WILL BE TERMINATED.
THE JSE HAS AGREED TO THE LISTING OF UP TO 6 416 185 NEW ORDINARY SHARES IN
HARMONY (THE "HARMONY SHARES") TO FULFIL THE SCHEME CONSIDERATION, SUBJECT TO
THE COURT SANCTIONING THE SCHEME, WITH EFFECT FROM MONDAY, 11 OCTOBER 1999.
APPLICATIONS FOR THE LISTING OF THE HARMONY SHARES ON THE LSE AND THE PARIS
BOURSE WILL BE MADE AS SOON AS PRACTICABLE THEREAFTER.
THE SALIENT DATES OF THE SCHEME ARE AS FOLLOWS:
                                                      1999
LAST DAY TO LODGE FORMS OF PROXY FOR THE SCHEME
MEETING BY 09:00 ON                                   THURSDAY, 23 SEPTEMBER
LAST DAY TO REGISTER IN ORDER TO VOTE AT THE
SCHEME MEETING BY THE CLOSE OF BUSINESS ON            THURSDAY, 23 SEPTEMBER
SCHEME MEETING HELD AT 09:00 ON                       MONDAY, 27 SEPTEMBER
DATE OF COURT HEARING TO SANCTION SCHEME              TUESDAY, 5 OCTOBER
EXPECTED RECORD DATE                                  FRIDAY, 8 OCTOBER
EXPECTED DATE OF TERMINATION OF THE LISTINGS OF
WRCM SHARES                                           FRIDAY, 8 OCTOBER
EXPECTED OPERATIVE DATE                               MONDAY, 11 OCTOBER
EXPECTED DATE OF THE LISTING OF THE HARMONY SHARES
ON THE JSE                                            MONDAY, 11 OCTOBER
EXPECTED DATE BY WHICH SCHEME CONSIDERATION WILL
BE MADE AVAILABLE (NOTE 1)                            MONDAY, 11 OCTOBER
NOTES:
1. ONLY FOR HOLDERS OF THE WRCM SHARES WHO BEFORE MONDAY, 11 OCTOBER 1999
SURRENDER THEIR WRCM SHARES BY RETURNING A DULY COMPLETED SURRENDER AND
ACCEPTANCE FORM TOGETHER WITH THEIR DOCUMENTS OF TITLE IN RESPECT OF THE WRCM
SHARES.
2. IF THE WRCM SHARES ARE SURRENDERED AFTER MONDAY, 11 OCTOBER 1999, THE SCHEME
CONSIDERATION WILL BE POSTED, OR MADE AVAILABLE FOR COLLECTION WITHIN FIVE
BUSINESS DAYS OF RECEIPT.
3. ALL DATES AND TIMES INDICATED ABOVE ARE SUBJECT TO AMENDMENT. ANY AMENDMENTS
WILL BE PUBLISHED IN THE SOUTH AFRICAN PRESS.
4. TRANSACTIONS IN THE WRCM SHARES ON THE JSE FOR THE WEEK ENDING FRIDAY, 8
OCTOBER 1999 WILL BE FOR IMMEDIATE SETTLEMENT.
5. ALL TIMES INDICATED ABOVE ARE LOCAL SOUTH AFRICAN TIMES.
JOHANNESBURG
MONDAY, 6 SEPTEMBER 1999
INDEPENDENT FINANCIAL ADVISER
FLEMINGS
ROBERT FLEMING SOUTH AFRICA LIMITED
REGISTRATION NUMBER 95/11812/06
LEGAL ADVISER TO WRCM
CLIFFE DEKKER FULLER MOORE INC
(REGISTRATION NUMBER 98/18173/21)
LEGAL ADVISER TO HARMONY
BOWMAN GILFILLAN INC.
REG. NO. 98/21409/21
SPONSORING BROKER TO WRCM
FLEMING MARTIN SECURITIES LTD
REGISTRATION NUMBER 95/11815/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
REGISTRATION NUMBER 95/11815/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
SPONSORING BROKER TO HARMONY
DEUTSCHE MORGAN GRENFELL (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 73/06709/07)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE



                                        
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