Go Back Email this Link to a friend

REVISED RECOMMENDED OFFER BY HARMONY FOR RANDFONTEIN

Release Date: 17/01/2000 08:08:51      Code(s): HAR HARO
HARMONY GOLD MINING COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/38232/06)
("HARMONY")
REVISED RECOMMENDED OFFER BY HARMONY TO ACQUIRE THE ENTIRE ISSUED ORDINARY
SHARE CAPITAL OF AND ALL LISTED OPTIONS ISSUED BY RANDFONTEIN ESTATES LIMITED
("RANDFONTEIN") (THE "REVISED OFFER")
THE REVISED OFFER
RANDFONTEIN SHAREHOLDERS AND OPTION HOLDERS ARE REFERRED TO THE FORMAL OFFER
MADE BY HARMONY TO RANDFONTEIN SHAREHOLDERS AND OPTION HOLDERS WHICH WAS
ANNOUNCED OVER SENS ON TUESDAY, 11 JANUARY 2000, AND TO THE OFFER DOCUMENT
DATED AND POSTED ON THAT DATE (THE "OFFER DOCUMENT").  FOR THE PURPOSES HEREOF,
ALL TERMS DEFINED IN THE OFFER DOCUMENT SHALL, UNLESS OTHERWISE STATED OR THE
CONTEXT INDICATES A CONTRARY INTENTION, BEAR THE SAME MEANINGS HEREIN.
THE BOARD OF DIRECTORS OF HARMONY HEREBY ADVISES THAT:
1.  HARMONY IS REVISING ITS OFFER AND ACCORDINGLY, IN TERMS OF THE REVISED
OFFER, HARMONY HEREBY OFFERS TO ACQUIRE:
   *  THE ENTIRE ISSUED SHARE CAPITAL OF RANDFONTEIN IN RETURN FOR:
      -  THE ISSUE OF 34 HARMONY SHARES FOR EVERY 100 RANDFONTEIN SHARES HELD;
      OR, IF A RANDFONTEIN SHAREHOLDER SO ELECTS,
      -  A CASH ALTERNATIVE OF 1 225 CENTS FOR EVERY RANDFONTEIN SHARE HELD; AN
   *  ALL OF THE OPTIONS IN RETURN FOR:
      -  THE ISSUE OF 8 HARMONY SHARES FOR EVERY 100 OPTIONS HELD;
      OR, IF AN OPTION HOLDER SO ELECTS,
      -  A CASH ALTERNATIVE OF 276 CENTS FOR EVERY OPTION HELD; AND
2.  HARMONY HAS TODAY ACQUIRED 22 277 534 RANDFONTEIN SHARES AND 7 924 182
OPTIONS REPRESENTING APPROXIMATELY 34% OF THE ISSUED SHARE CAPITAL OF
RANDFONTEIN AND APPROXIMATELY 66% OF ALL THE OPTIONS AT A PURCHASE PRICE OF
1225 CENTS PER RANDFONTEIN SHARE AND 276 CENTS PER OPTION, RESPECTIVELY.
SAVE AS DISCLOSED ABOVE AND IN APPENDIX 5 TO THE OFFER DOCUMENT, HARMONY HAS
NOT DEALT IN RANDFONTEIN SHARES OR OPTIONS.
THE SHARE OFFER FOR:
*  THE RANDFONTEIN SHARES REPRESENTS A PREMIUM OF APPROXIMATELY 51% OVER THE
CLOSING MARKET PRICE PER RANDFONTEIN SHARE OF 850 CENTS ON 5 JANUARY 2000, THE
DAY BEFORE PUBLICATION OF THE ANNOUNCEMENT CONCERNING THE OFFER AND A PREMIUM
OF APPROXIMATELY 66% OVER THE CLOSING MARKET PRICE PER RANDFONTEIN SHARE OF 800
CENTS ON FRIDAY, 3 DECEMBER 1999, THE LAST PRACTICABLE DATE BEFORE PUBLICATION
OF THE TERMS OF THE WESTERN AREAS LIMITED RESTRUCTURING; AND
*  THE OPTIONS REPRESENTS A PREMIUM OF APPROXIMATELY 63% OVER THE CLOSING
MARKET PRICE PER OPTION OF 185 CENTS ON 5 JANUARY 2000, THE DAY BEFORE
PUBLICATION OF THE ANNOUNCEMENT CONCERNING THE OFFER AND A PREMIUM OF
APPROXIMATELY 123% OVER THE CLOSING MARKET PRICE PER OPTION OF 140 CENTS ON
FRIDAY, 3 DECEMBER 1999, THE LAST PRACTICABLE DATE BEFORE PUBLICATION OF THE
TERMS OF THE WESTERN AREAS LIMITED RESTRUCTURING.
THE CASH ALTERNATIVE FOR:
*  THE RANDFONTEIN SHARES REPRESENTS A PREMIUM OF APPROXIMATELY 44% OVER THE
CLOSING MARKET PRICE PER RANDFONTEIN SHARE OF 850 CENTS ON 5 JANUARY 2000, THE
DAY BEFORE PUBLICATION OF THE ANNOUNCEMENT CONCERNING THE OFFER AND A PREMIUM
OF APPROXIMATELY 53% OVER THE CLOSING MARKET PRICE PER RANDFONTEIN SHARE OF 800
CENTS ON FRIDAY, 3 DECEMBER 1999, THE LAST PRACTICABLE DATE BEFORE PUBLICATION
OF THE TERMS OF THE WESTERN AREAS LIMITED RESTRUCTURING; AND
*  THE OPTIONS REPRESENTS A PREMIUM OF APPROXIMATELY 49% OVER THE CLOSING
MARKET PRICE PER OPTION OF 185 CENTS ON 5 JANUARY 2000, THE DAY BEFORE
PUBLICATION OF THE ANNOUNCEMENT CONCERNING THE OFFER AND A PREMIUM OF
APPROXIMATELY 97% OVER THE CLOSING MARKET PRICE PER OPTION OF 140 CENTS ON
FRIDAY, 3 DECEMBER 1999, THE LAST PRACTICABLE DATE BEFORE PUBLICATION OF THE
TERMS OF THE WESTERN AREAS LIMITED RESTRUCTURING
ROBERT FLEMING SOUTH AFRICA LIMITED HAS CONFIRMED TO THE SECURITIES REGULATION
PANEL THAT HARMONY HAS SUFFICIENT RESOURCES TO IMPLEMENT THE REVISED OFFER IN
FULL.
CONDITIONS PRECEDENT TO THE REVISED OFFER
THE REVISED OFFER SHALL BE SUBJECT TO THE FULFILMENT OF THE FOLLOWING
CONDITIONS PRECEDENT BY NO LATER THAN THE TIME AND DATE REFLECTED IN PARAGRAPH
3.3 ON PAGE 12 OF THE OFFER DOCUMENT (OR SUCH LATER DATE AS HARMONY MAY, WITH
THE APPROVAL OF THE SRP, STIPULATE) NAMELY:
*  THE GRANTING OF SUCH APPROVAL AS MAY BE REQUIRED BY THE COMPETITION
COMMISSION, ON TERMS ACCEPTABLE TO HARMONY;
*  THE JSE AGREEING TO GRANT A LISTING OF THE HARMONY SHARES COMPRISING THE
SHARE OFFER; AND
*  ALL OTHER NECESSARY REGULATORY CLEARANCES HAVING BEEN OBTAINED.
SAVE AS AFORESAID, ALL THE REMAINING CONDITIONS PRECEDENT REFLECTED IN
PARAGRAPHS 3.1 AND 3.3 ON PAGES 3 AND 12, RESPECTIVELY, OF THE OFFER DOCUMENT,
HAVE BEEN WAIVED BY HARMONY.
RECONSTITUTION OF THE BOARD OF DIRECTORS OF RANDFONTEIN (THE "RANDFONTEIN
BOARD")
THE CURRENT MEMBERS OF THE RANDFONTEIN BOARD HAVE RESIGNED WITH IMMEDIATE
EFFECT.
THE FOLLOWING DIRECTORS HAVE BEEN APPOINTED TO THE RANDFONTEIN BOARD, NAMELY, Z
B SWANEPOEL, F ABBOTT, N J FRONEMAN, AND L HEWITT AND FURTHER INDEPENDENT
NON-EXECUTIVE DIRECTORS WILL BE APPOINTED IN DUE COURSE.
WITHDRAWAL OF OFFERS MADE BY WESTERN AREAS IN TERMS OF THE WESTERN
AREAS-RANDFONTEIN SCHEMES AND RECOMMENDATION
WESTERN AREAS IS ANNOUNCING TODAY THAT IT INTENDS TO WITHDRAW THE OFFERS MADE
BY IT TO RANDFONTEIN SHAREHOLDERS AND OPTION HOLDERS IN TERMS OF THE
WESTERN-AREAS RANDFONTEIN SCHEMES, SUBJECT TO SRP APPROVAL.
PRIOR TO THEIR RESIGNATION, THE RANDFONTEIN BOARD GAVE AN OPINION THAT THE
TERMS AND CONDITIONS OF THE REVISED OFFER ARE FAIR AND REASONABLE AND
RECOMMENDED THAT RANDFONTEIN SHAREHOLDERS AND OPTION HOLDERS SHOULD ACCEPT IT.
THE BOARD OF DIRECTORS OF HARMONY BELIEVES THAT THE REVISED OFFER IS IN THE
INTERESTS OF RANDFONTEIN SHAREHOLDERS AND OPTION HOLDERS RESPECTIVELY.
DOCUMENTATION
A DOCUMENT REFLECTING THE TERMS OF THE REVISED OFFER WILL BE POSTED TO
RANDFONTEIN SHAREHOLDERS AND OPTION HOLDERS ON OR ABOUT WEDNESDAY, 19 JANUARY
2000.  IN TERMS OF THE RULES OF THE SRP, THE REVISED OFFER IS REQUIRED TO BE
KEPT OPEN FOR AT LEAST 21 DAYS FOLLOWING THE DATE ON WHICH THE DOCUMENT
REFLECTING THE REVISED OFFER IS POSTED.  ACCORDINGLY, IT IS INTENDED THAT THE
REVISED OFFER SHALL NOW CLOSE AT 16:00 ON MONDAY, 14 FEBRUARY 2000, AND
ACCORDINGLY, ALL REFERENCES IN THE OFFER DOCUMENT TO THE FINAL CLOSING DATE
SHALL BE READ AS MONDAY, 14 FEBRUARY 2000.  THE RESULTS OF THE REVISED OFFER
WILL BE ANNOUNCED IN THE PRESS ON FRIDAY, 18 FEBRUARY 2000.
REMAINING TERMS OF THE REVISED OFFER
SAVE AS AFORESAID, ALL THE TERMS OF THE REVISED OFFER SHALL BE AS REFLECTED IN
THE OFFER DOCUMENT.
BY ORDER OF THE BOARD
VIRGINIA
14 JANUARY 2000
FINANCIAL ADVISER
  ROBERT FLEMING SOUTH AFRICA LIMITED
  (REGISTRATION NUMBER 95/11812/06)
JOINT SPONSORING BROKERS
  FLEMING MARTIN SECURITIES LIMITED
  (REGISTRATION NUMBER 95/11815/06)
  MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
  DEUTSCHE BANK SECURITIES (PTY) LIMITED
  (REGISTRATION NUMBER 73/06709/07)
  MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
LEGAL ADVISER
  CLIFFE DEKKER FULLER MOORE INC.
  (REGISTRATION NUMBER 98/18173/21)
CORPORATE BROKING ADVISER
  CAZENOVE & CO.
  (A MEMBER OF THE SECURITIES AND FUTURES AUTHORITY AND THE LONDON STOCK
EXCHANGE)
FINANCIER TO THE OFFER
  ABSA - CORPORATE BANK
  RESOURCES



                                        
Email this JSE Sens Item to a Friend.

Send e-mail to
© 2019 SHARENET (PTY) Ltd, Cape Town, South Africa
Home     Terms & conditions    Privacy Policy
    Security Notice    Contact Details
Market Statistics are calculated by Sharenet and are therefore not the official JSE Market Statistics. The calculation/derivation may include underlying JSE data.