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HARMONY/RANDFONTEIN - NOTICE TO RANDFONTEIN SHAREHOLDERS

Release Date: 26/04/2000 11:48:16      Code(s): HAR RFN RFNO
HARMONY GOLD MINING COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 05/38232/06)
("HARMONY")
RANDFONTEIN ESTATES LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 01/00251/06)
("RANDFONTEIN")
NOTICE TO RANDFONTEIN SHAREHOLDERS, HOLDERS OF SHARE
WARRANTS TO BEARER AND OPTION HOLDERS
ACCEPTANCES OF THE REVISED OFFER
ROBERT FLEMING SOUTH AFRICA LIMITED IS PLEASED TO ANNOUNCE THAT AS AT 16:00 ON
TUESDAY, 25 APRIL 2000, THE REVISED OFFER FOR:
- RANDFONTEIN SHARES HAS BEEN ACCEPTED BY RANDFONTEIN SHAREHOLDERS, INCLUDING
HOLDERS OF SHARE WARRANTS TO BEARER, HOLDING 41 030 699 RANDFONTEIN SHARES,
REPRESENTING 90,55% OF ALL THE RANDFONTEIN SHARES WHICH ARE SUBJECT TO THE
REVISED OFFER; AND
- OPTIONS HAVE BEEN ACCEPTED BY OPTION HOLDERS HOLDING 3 178 556 OPTIONS,
REPRESENTING 77,84% OF ALL THE OPTIONS WHICH ARE SUBJECT TO THE REVISED OFFER.
PRIOR TO THE FORMAL LAUNCH OF THE ORIGINAL OFFER ON TUESDAY, 11 JANUARY 2000,
HARMONY HELD, DIRECTLY AND INDIRECTLY, 337 500 RANDFONTEIN SHARES AND NO
OPTIONS. ON FRIDAY, 14 JANUARY 2000, HARMONY ACQUIRED 22 051 434 RANDFONTEIN
SHARES AND 7 916 397 OPTIONS. TAKING INTO ACCOUNT THE ACCEPTANCES RECEIVED FROM
RANDFONTEIN SHAREHOLDERS AND OPTION HOLDERS UNDER THE REVISED OFFER AS AT 16:00
ON TUESDAY, 25 APRIL 2000, BUT EXCLUDING ACCEPTANCES OF THE REVISED OFFER WHICH
MAY BE RECEIVED DURING THE COURSE OF TODAY, WEDNESDAY, 26 APRIL 2000, HARMONY
NOW HOLDS 63 419 633 RANDFONTEIN SHARES COMPRISING 96,67% OF THE ENTIRE ISSUED
SHARE CAPITAL OF RANDFONTEIN AND 11 094 953 OPTIONS, COMPRISING 92,46% OF ALL
THE OPTIONS.
440K(1)(A)
AS THE REVISED OFFER HAS BEEN ACCEPTED BY RANDFONTEIN SHAREHOLDERS HOLDING MORE
THAN 90% OF THE RANDFONTEIN SHARES WHICH ARE SUBJECT TO THE REVISED OFFER,
HARMONY HEREBY GIVES NOTICE OF ITS INTENTION TO COMPULSORILY ACQUIRE, IN TERMS
OF SECTION 440K(1)(A) OF THE COMPANIES ACT, 1973 (ACT 61 OF 1973) AS AMENDED,
(THE "ACT"), THE RANDFONTEIN SHARES HELD BY THOSE RANDFONTEIN SHAREHOLDERS WHO
HAVE NOT ACCEPTED THE REVISED OFFER ON THE SAME TERMS AND CONDITIONS AS
APPLICABLE UNDER THE REVISED OFFER (THE "COMPULSORY ACQUISITION").
A CIRCULAR, SETTING OUT FULL DETAILS OF THE COMPULSORY ACQUISITION (THE
"COMPULSORY ACQUISITION CIRCULAR") WHICH IS SUBJECT TO THE APPROVAL OF THE
JOHANNESBURG STOCK EXCHANGE ("JSE"), AND THE SECURITIES REGULATION PANEL, WILL
BE POSTED TO ALL RANDFONTEIN SHAREHOLDERS CURRENTLY REFLECTED IN RANDFONTEIN'S
SHARE REGISTER AS SHAREHOLDERS WHO HAVE NOT ACCEPTED THE REVISED OFFER, ON OR
ABOUT FRIDAY, 19 MAY 2000.
THE REMAINING RANDFONTEIN SHAREHOLDERS ARE ENTITLED TO MAKE APPLICATION TO THE
HIGH COURT OF SOUTH AFRICA (THE "COURT") IN TERMS OF SECTION 440K(1)(A) OF THE
ACT, WITHIN SIX WEEKS OF THE DATE OF ISSUE OF THE COMPULSORY ACQUISITION
CIRCULAR, SEEKING AN ORDER THAT HARMONY IS NOT ENTITLED OR BOUND TO MAKE THE
COMPULSORY ACQUISITION OR REQUESTING THE COURT TO IMPOSE CONDITIONS OF
ACQUISITION DIFFERENT FROM THOSE APPLICABLE UNDER THE REVISED OFFER.
SURRENDER OF DOCUMENTS OF TITLE AND PAYMENT OF OFFER CONSIDERATION
THOSE RANDFONTEIN SHAREHOLDERS WHO HAVE NOT ACCEPTED THE REVISED OFFER ARE
REQUESTED TO SURRENDER THEIR DOCUMENTS OF TITLE, TOGETHER WITH A PROPERLY
COMPLETED AND SIGNED FORM OF SURRENDER, WHICH WILL BE ATTACHED TO THE
COMPULSORY ACQUISITION CIRCULAR, AS SOON AS POSSIBLE, AND RETURN THESE TO THE
TRANSFER SECRETARIES, COMPUTERSHARE SERVICES LIMITED, 4TH FLOOR, EDURA HOUSE,
41 FOX STREET, JOHANNESBURG, 2001 (PO BOX 61051, MARSHALLTOWN, 2107), IN SOUTH
AFRICA, OR TO COMPUTERSHARE SERVICES PLC, PO BOX 82, THE PAVILIONS, BRIDGWATER
ROAD, BRISTOL, BS99 7NH, IN THE UNITED KINGDOM (THE "TRANSFER SECRETARIES").
HOLDERS OF SHARE WARRANTS TO BEARER WHO HAVE NOT ACCEPTED THE REVISED OFFER ARE
REQUESTED TO SURRENDER THEIR WARRANTS (WITH TALON AND COUPONS ATTACHED),
TOGETHER WITH A PROPERLY COMPLETED AND SIGNED FORM OF SURRENDER, TO
RANDFONTEIN'S UNITED KINGDOM BEARER AGENT, BARCLAYS GLOBAL SECURITIES SERVICES,
8 ANGEL COURT, THROGMORTON STREET, LONDON, EC2R 7HT. FORMS OF SURRENDER ARE
AVAILABLE AT THE ABOVE ADDRESS.
RANDFONTEIN SHAREHOLDERS WHO DO NOT ELECT TO RECEIVE THE CASH ALTERNATIVE IN
TERMS OF THE REVISED OFFER WILL RECEIVE THE SHARE OFFER, COMPRISING SHARES IN
HARMONY, UNDER THE OFFER CONSIDERATION. IF SUCH SHAREHOLDERS ARE REGISTERED ON
THE SOUTH AFRICAN REGISTER AND DO NOT MAKE AN ELECTION TO RECEIVE THEIR
ENTITLEMENT TO HARMONY SHARES IN EITHER DEMATERIALISED OR CERTIFICATED FORM,
THEY WILL BE REGISTERED IN THE PAPER BASED SHARE REGISTER HELD BY THE TRANSFER
SECRETARIES OUTSIDE OF THE SHARE TRANSACTIONS TOTALLY ELECTRONIC ("STRATE")
ENVIRONMENT.
RANDFONTEIN SHAREHOLDERS REGISTERED ON THE UNITED KINGDOM REGISTER AND HOLDERS
OF SHARE WARRANTS TO BEARER WHO DO NOT ELECT TO RECEIVE THE CASH ALTERNATIVE,
WILL RECEIVE SHARE CERTIFICATES IN MATERIAL FORM UNDER THE SHARE OFFER AND WILL
NOT BE REQUIRED TO DEMATERIALISE SUCH SHARES IN ORDER TO TRADE THEM ON THE
LONDON STOCK EXCHANGE ("LSE"). ANY SUCH SHAREHOLDERS WHO HAVE ANY QUERIES IN
THIS REGARD ARE REQUESTED TO CONTACT HARMONY'S UNITED KINGDOM SECRETARIES, ST.
JAMES'S CORPORATE SERVICES LIMITED, 6 ST. JAMES'S PLACE, LONDON, ENGLAND, SW1A
1 NP, TELEPHONE NUMBER 09 44 207 499 3916.
THE SHARE CERTIFICATES IN MATERIAL FORM WILL BE POSTED BY REGISTERED POST IN
SOUTH AFRICA AND BY FIRST CLASS MAIL IN THE UNITED KINGDOM TO RANDFONTEIN
SHAREHOLDERS WITHIN 7 DAYS OF THE DATE UPON WHICH THE TRANSFER SECRETARIES
RECEIVE THEIR DOCUMENTS OF TITLE, TOGETHER WITH THE RELEVANT DULY COMPLETED
FORM OF SURRENDER.
THOSE RANDFONTEIN SHAREHOLDERS REGISTERED ON THE SOUTH AFRICAN REGISTER WHO DO
NOT ELECT TO RECEIVE THE CASH ALTERNATIVE IN TERMS OF THE REVISED OFFER AND WHO
WISH TO RECEIVE HARMONY SHARES UNDER THE OFFER CONSIDERATION IN DEMATERIALISED
FORM SHOULD PLEASE NOTE:
- ONLY A CENTRAL SECURITIES DEPOSITARY PARTICIPANT ("CSDP") MAY SUBMIT SHARES
TO BE DEMATERIALISED;
- RANDFONTEIN SHAREHOLDERS AND OPTION HOLDERS WHO ALREADY HAVE A CSDP OR BROKER
ARE ADVISED TO LODGE THEIR FORMS OF SURRENDER TOGETHER WITH THE DOCUMENTS OF
TITLE IN RESPECT OF THEIR RANDFONTEIN SHARES AND OPTIONS VIA THEIR CSDP OR
BROKER AND NOT DIRECTLY WITH THE TRANSFER SECRETARIES;
- THE RELEVANT FORM OF SURRENDER MUST BE DULY STAMPED BY THE CSDP SUBMITTING
THE RANDFONTEIN SHARES OR OPTIONS IN RETURN FOR DEMATERIALISED HARMONY SHARES;
- RANDFONTEIN SHAREHOLDERS WHO DO NOT HAVE A CSDP OR BROKER ARE ADVISED TO MAKE
THE NECESSARY ARRANGEMENTS WITH A CSDP OR BROKER OF THEIR CHOICE.
CHEQUES IN RESPECT OF THE CASH ALTERNATIVE AND ANY FRACTIONAL ENTITLEMENTS
ACCRUING UNDER THE SHARE OFFER, WILL BE POSTED BY REGISTERED POST IN SOUTH
AFRICA AND BY FIRST CLASS MAIL IN THE UNITED KINGDOM TO THOSE RANDFONTEIN
SHAREHOLDERS WHO ELECT TO RECEIVE THE CASH ALTERNATIVE OR WHO ARE TO RECEIVE
FRACTIONAL ENTITLEMENTS WITHIN 7 (SEVEN) DAYS OF THE DATE OF RECEIPT BY THE
TRANSFER SECRETARIES OF THE PROPERLY COMPLETED FORM OF SURRENDER.
THE RANDFONTEIN SHARES OF THOSE RANDFONTEIN SHAREHOLDERS WHO DO NOT SURRENDER
THEIR DOCUMENTS OF TITLE WITHIN THE TIME PERIODS STIPULATED IN THE COMPULSORY
ACQUISITION CIRCULAR, WILL BE COMPULSORILY ACQUIRED BY HARMONY. SUCH
SHAREHOLDERS WILL RECEIVE THE SHARE OFFER UNDER THE OFFER CONSIDERATION WHICH
WILL BE HELD IN TRUST BY RANDFONTEIN, FOR THE BENEFIT OF SUCH SHAREHOLDERS, IN
TERMS OF SECTION 440K(4) OF THE ACT.
FINAL CLOSING DATE OF THE REVISED OFFER AND TERMINATION OF LISTINGS OF
RANDFONTEIN SHARES AND OPTIONS
RANDFONTEIN SHAREHOLDERS AND OPTION HOLDERS ARE ADVISED THAT THE REVISED OFFER
WILL CLOSE AT 16:00 TODAY, WEDNESDAY, 26 APRIL 2000. APPLICATION WILL BE MADE
TO THE JSE, THE LSE AND THE PARIS BOURSE FOR A SUSPENSION OF THE LISTING OF THE
RANDFONTEIN SHARES AND TO THE JSE FOR A SUSPENSION OF THE LISTING OF THE
OPTIONS, WITH EFFECT FROM THE CLOSE OF TRADING ON FRIDAY, 19 MAY 2000. ONCE
HARMONY HAS ACQUIRED THE ENTIRE ISSUED SHARE CAPITAL OF RANDFONTEIN, FORMAL
APPLICATION WILL BE MADE TO THE JSE AND THE OTHER EXCHANGES ON WHICH THE
RANDFONTEIN SHARES AND OPTIONS ARE LISTED, TO TERMINATE SUCH LISTINGS.
BY ORDER OF THE BOARD
VIRGINIA
26 APRIL 2000
FINANCIAL ADVISER
ROBERT FLEMING SOUTH AFRICA LIMITED
(REGISTRATION NUMBER 95/11812/06)
LEGAL ADVISER
CLIFFER DEKKER FULLER MOORE INC
(REGISTRATION NUMBER 98/18173/21)
JOINT SPONSORING BROKER
FLEMING MARTIN SECURITIES LTD
REGISTRATION NUMBER 95/11815/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
JOINT SPONSORING BROKER
DEUTSCHE BANK SECURITIES (PTY) LTD
(REGISTRATION NUMBER 1973/006709/07)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
CORPORATE BROKING ADVISER
CAZENOVE
(A MEMBER OF THE SECURITIES AND FUTURES
AUTHORITY AND THE LONDON STOCK EXCHANGE)
FINANCIER TO THE OFFER
ABSA
CORPORATE BANK RESOURCES



                                        
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