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HARMONY / RANDFONTEIN - COMPULSORY ACQUISITION

Release Date: 04/07/2000 07:19:55      Code(s): HAR HARO RFN RFNO
HARMONY GOLD MINING COMPANY LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1950/038232/06)
("HARMONY")
RANDFONTEIN ESTATES LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 1889/000251/06)
("RANDFONTEIN")
COMPULSORY ACQUISITION OF ALL REMAINING RANDFONTEIN SHARES AND TERMINATION OF
LISTING OF RANDFONTEIN
1. INTRODUCTION
SHAREHOLDERS OF RANDFONTEIN ("RANDFONTEIN SHAREHOLDERS") ARE REFERRED TO THE
CIRCULAR DATED 19 MAY 2000 (THE "NOTICE CIRCULAR") IN WHICH HARMONY GAVE
NOTICE, IN TERMS OF SECTION 440K(1)(A) OF THE COMPANIES ACT, 1973 (ACT 61 OF
1973), AS AMENDED (THE "ACT"), OF ITS INTENTION TO COMPULSORILY ACQUIRE THE
RANDFONTEIN SHARES HELD BY THOSE RANDFONTEIN SHAREHOLDERS WHO DID NOT ACCEPT
THE OFFER BY HARMONY, DETAILS OF WHICH WERE REFLECTED IN THE CIRCULAR TO
RANDFONTEIN SHAREHOLDERS DATED 11 JANUARY 2000, AS AMENDED BY THE CIRCULAR TO
RANDFONTEIN SHAREHOLDERS DATED 19 JANUARY 2000 (COLLECTIVELY, THE "OFFER
CIRCULAR").
2. COMPULSORY ACQUISITION
DURING THE SIX WEEK PERIOD RECKONED FROM 19 MAY 2000 TO 30 JUNE 2000, NO
APPLICATION WAS MADE BY A RANDFONTEIN SHAREHOLDER TO THE HIGH COURT OF SOUTH
AFRICA FOR AN ORDER IN TERMS OF SECTION 440K(1)(A) OF THE ACT.
ACCORDINGLY, THE OFFER CONSIDERATION, COMPRISING 34 HARMONY SHARES FOR EVERY
100 RANDFONTEIN SHARES HELD, DETAILS OF WHICH ARE REFLECTED IN THE OFFER
CIRCULAR AND WHICH IS PAYABLE TO THOSE RANDFONTEIN SHAREHOLDERS WHO HAVE NOT
SURRENDERED THEIR SHARE CERTIFICATES AND/OR OTHER DOCUMENTS OF TITLE AS SET OUT
IN THE OFFER CIRCULAR AND THE NOTICE CIRCULAR (THE "REMAINING RANDFONTEIN
SHAREHOLDERS"), WILL BE ISSUED AND HELD IN TRUST FOR THE BENEFIT OF THE
REMAINING RANDFONTEIN SHAREHOLDERS IN ACCORDANCE WITH THE PROVISIONS OF SECTION
440K(4) OF THE ACT.  SIMULTANEOUSLY, INSTRUMENTS OF TRANSFER WILL BE SIGNED ON
BEHALF OF HARMONY AND THE RANDFONTEIN SHARES OF THE REMAINING RANDFONTEIN
SHAREHOLDERS WILL BE TRANSFERRED TO HARMONY.
3. TERMINATION OF THE LISTING OF RANDFONTEIN
THE LISTING OF RANDFONTEIN SHARES ON THE JSE, THE LONDON STOCK EXCHANGE AND THE
PARIS BOURSE WILL BE TERMINATED WITH EFFECT FROM THE CLOSE OF TRADING ON
FRIDAY, 7 JULY 2000 AND THE LISTING OF OPTIONS ON THE JSE WILL BE TERMINATED
WITH EFFECT FROM THE SAME DATE.
RANDFONTEIN
4 JULY 2000
FINANCIAL ADVISER
FLEMINGS
ROBERT FLEMING SOUTH AFRICA LIMITED
(REGISTRATION NUMBER 1995/011812/06)
LEGAL ADVISER
CLIFFE DEKKER FULLER MOORE INC
(REGISTRATION NUMBER 1998/018173/21)
CORPORATE BROKING ADVISER
CAZENOVE & CO
(A MEMBER OF THE SECURITIES AND FUTURES
AUTHORITY AND THE LONDON STOCK EXCHANGE)
JOINT SPONSORING BROKERS
FLEMING MARTIN
FLEMING MARTIN SECURITIES LTD
REGISTRATION NUMBER 1995/011815/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
DEUTSCHE BANK
SECURITIES
DEUTSCHE BANK SECURITIES (PTY)LTD
(REGISTRATION NUMBER 1973/006709/07)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
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