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KALGOLD/HARMONY SALIENT DATES FOR THE PROPOSED SCHEME OF ARRANGEMENT

Release Date: 06/09/1999 08:31:21      Code(s): KGL HAR HARO
SALIENT DATES FOR THE PROPOSED SCHEME OF ARRANGEMENT
KALAHARI GOLDRIDGE MINING COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 82/02818/06)
("KALGOLD")
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 KALGOLD AND ITS SHAREHOLDERS OTHER THAN HARMONY,
WEST RAND CONSOLIDATED MINES LIMITED ("WCRM") AND WEST RAND CONSOLIDATED
EXPLORATION (PROPRIETARY) LIMITED ("WRCE") ("SCHEME MEMBERS")
ON THURSDAY, 10 JUNE 1999, HARMONY ANNOUNCED THAT IT INTENDED TO PROPOSE A
SCHEME OF ARRANGEMENT BETWEEN KALGOLD AND ITS SHAREHOLDERS. HARMONY HAS NOW
PROPOSED THE SCHEME BETWEEN KALGOLD AND THE SCHEME MEMBERS IN TERMS OF WHICH IT
WILL ACQUIRE ALL THE ISSUED SHARES IN KALGOLD OTHER THAN THOSE ALREADY HELD BY
HARMONY, WRCM AND WRCE. AT THE SAME TIME AS IT PROPOSES THE SCHEME, HARMONY
WILL PROPOSE A SCHEME OF ARRANGEMENT IN TERMS OF WHICH HARMONY WILL ACQUIRE THE
ENTIRE ISSUED SHARE CAPITAL OF WRCM (THE "WRCM SCHEME"). THE SCHEME IS
CONDITIONAL, INTER ALIA, ON THE IMPLEMENTATION OF THE WRCM SCHEME.
ON 31 AUGUST 1999, THE HIGH COURT OF SOUTH AFRICA (WITWATERSRAND LOCAL
DIVISION) (THE "COURT") GRANTED AN ORDER CONVENING A MEETING OF SCHEME MEMBERS
(THE "SCHEME MEETING"). THE DOCUMENTATION SETTING OUT THE DETAILS OF THE SCHEME
HAS BEEN FINALISED AND HAS BEEN POSTED TO SCHEME MEMBERS.
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 7.66
ORDINARY SHARES IN HARMONY FOR EVERY 100 ORDINARY SHARES HELD IN KALGOLD 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, DIRECTLY
AND INDIRECTLY, ALL THE ISSUED SHARES IN KALGOLD (THE "KALGOLD SHARES") AND THE
LISTING OF THE KALGOLD SHARES ON THE JOHANNESBURG STOCK EXCHANGE ("JSE"), WILL
BE TERMINATED.
THE JSE HAS AGREED TO THE LISTING OF UP TO 4 450 417 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 JSE 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 09:30 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 09:30 (OR 10 (TEN) MINUTES
AFTER THE SCHEME MEETING IN RESPECT OF THE
WRCM SCHEME IS CONCLUDED, WHICHEVER IS THE LATER) 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 LISTING OF
KALGOLD 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 KALGOLD SHARES WHO BEFORE MONDAY, 11 OCTOBER 1999,
SURRENDER THEIR KALGOLD SHARES BY RETURNING A DULY COMPLETED SURRENDER AND
ACCEPTANCE FORM TOGETHER WITH THEIR DOCUMENTS OF TITLE IN RESPECT OF THE
KALGOLD SHARES.
2. IF THE KALGOLD 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 KALGOLD 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 KALGOLD
CLIFFE DEKKER FILLER MOORE INC
(REGISTRATION NUMBER 98/18173/21)
LEGAL ADVISER TO HARMONY
BOWMAN GILFILLAN INC.
REG. NO. 98/21409/21
SPONSORING BROKER TO KALGOLD
FLEMING MARTIN SECURITIES LTD
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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