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KALGOLD/HARMONY IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT

Release Date: 08/10/1999 07:31:48      Code(s): KGL HAR HARO
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")
IMPLEMENTATION OF THE SCHEME OF ARRANGEMENT PROPOSED BY HARMONY BETWEEN KALGOLD
AND ITS SHAREHOLDERS OTHER THAN WEST RAND CONSOLIDATED MINES LIMITED ("WRCM"),
WEST RAND CONSOLIDATED EXPLORATION (PROPRIETARY) LIMITED AND HARMONY (THE
"SCHEME")
1.  APPROVAL OF THE SCHEME
FURTHER TO THE ANNOUNCEMENT DATED 27 SEPTEMBER 1999 THAT THE REQUISITE MAJORITY
OF THE SHAREHOLDERS OF KALGOLD ("KALGOLD SHAREHOLDERS") HAD APPROVED THE
SCHEME, IT IS ANNOUNCED THAT THE SCHEME WAS SANCTIONED BY THE HIGH COURT OF
SOUTH AFRICA (WITWATERSRAND LOCAL DIVISION) ON TUESDAY, 5 OCTOBER 1999 AND THAT
THE ORDER OF COURT SANCTIONING THE SCHEME WAS REGISTERED BY THE REGISTRAR OF
COMPANIES ON THURSDAY, 7 OCTOBER 1999. IT IS ALSO ANNOUNCED THAT ALL OF THE
CONDITIONS PRECEDENT TO THE SCHEME OF ARRANGEMENT PROPOSED BY HARMONY BETWEEN
WRCM AND ITS SHAREHOLDERS OTHER THAN HARMONY, HAVE BEEN FULFILLED. ACCORDINGLY,
ALL OF THE CONDITIONS PRECEDENT TO THE SCHEME HAVE BEEN FULFILLED AND THE
SCHEME WILL BECOME OPERATIVE ON MONDAY, 11 OCTOBER 1999.
IN TERMS OF THE SCHEME, KALGOLD SHAREHOLDERS WILL RECEIVE 7,66 ORDINARY SHARES
IN HARMONY ("HARMONY SHARES") FOR EVERY 100 ORDINARY SHARES IN KALGOLD
("KALGOLD SHARES") HELD ON THE RECORD DATE, BEING FRIDAY, 8 OCTOBER 1999,
TOGETHER WITH A CASH PAYMENT IN RESPECT OF ANY FRACTIONAL ENTITLEMENTS TO
HARMONY SHARES ("THE SCHEME CONSIDERATION").
2. SURRENDER OF DOCUMENTS OF TITLE
IN ORDER TO RECEIVE THE SCHEME CONSIDERATION, KALGOLD SHAREHOLDERS, WHO HAVE
NOT ALREADY DONE SO, ARE REQUESTED TO SURRENDER THEIR DOCUMENTS OF TITLE TO THE
TRANSFER SECRETARIES, MERCANTILE REGISTRARS LIMITED, EXCHANGES DEPARTMENT, 7TH
FLOOR, 11 DIAGONAL STREET, JOHANNESBURG, 2001 (PO BOX 1053, JOHANNESBURG, 2000)
AS SOON AS POSSIBLE. A FURTHER SURRENDER FORM WILL BE INCLUDED IN A CIRCULAR
WHICH WILL BE POSTED TO KALGOLD SHAREHOLDERS ON MONDAY, 11 OCTOBER 1999.
THE SCHEME CONSIDERATION WILL BE POSTED TO, OR MADE AVAILABLE FOR COLLECTION
BY, THOSE KALGOLD SHAREHOLDERS WHO SURRENDER THEIR DOCUMENTS OF TITLE BEFORE
MONDAY, 11 OCTOBER 1999 WITH EFFECT FROM THAT DATE. FOR THOSE KALGOLD
SHAREHOLDERS WHO SURRENDER THEIR DOCUMENTS OF TITLE AFTER MONDAY, 11 OCTOBER
1999, THE SCHEME CONSIDERATION WILL BE POSTED OR MADE AVAILABLE FOR COLLECTION
FIVE BUSINESS DAYS AFTER THE SURRENDER OF THEIR DOCUMENTS OF TITLE.
EXISTING DOCUMENTS OF TITLE IN RESPECT OF KALGOLD SHARES WILL HAVE NO VALUE
FROM THE COMMENCEMENT OF BUSINESS ON MONDAY,
11 OCTOBER 1999 OTHER THAN FOR SURRENDER IN EXCHANGE FOR THE SCHEME
CONSIDERATION.
3. STOCK EXCHANGE LISTINGS
THE LISTINGS OF KALGOLD SHARES ON THE JOHANNESBURG STOCK EXCHANGE ("THE JSE")
WILL BE TERMINATED WITH EFFECT FROM THE CLOSE OF BUSINESS ON FRIDAY, 8 OCTOBER
1999.
THE HARMONY SHARES ISSUED IN TERMS OF THE SCHEME CONSIDERATION WILL BE LISTED
ON THE JSE WITH EFFECT FROM MONDAY, 11 OCTOBER 1999. APPLICATION WILL BE MADE
FOR A LISTING OF SUCH HARMONY SHARES BY THE LONDON STOCK EXCHANGE AND THE PARIS
BOURSE AS SOON AS PRACTICABLE THEREAFTER.
JOHANNESBURG
7 OCTOBER 1999
INDEPENDENT FINANCIAL ADVISER TO KALGOLD
FLEMINGS
ROBERT FLEMING SOUTH AFRICA LIMITED
REGISTRATION NUMBER 95/11812/06
LEGAL ADVISER TO KALGOLD
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 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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