Harmony Gold Mining Company Limited - Odd-lot offer
Release Date: 07/09/2001 07:17:08 Code(s): HAR
Harmony Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/038232/06)
There are currently 6 532 out of 10 468 shareholders in Harmony
("shareholders") who hold fewer than 100 ordinary shares. These shareholders
hold approximately 135 278 ordinary shares. In order to reduce the
substantial recurring costs of administration connected with this large
number of small shareholders, the directors of Harmony have resolved to
propose an odd-lot offer ("odd-lot offer") to facilitate the reduction in
the number of small shareholders in Harmony in an equitable manner.
2. RECORD DATE
Shareholders who are registered as such at the close of business on Friday,
19 October 2001 and who hold fewer than 100 ordinary shares are entitled to
participate in the odd-lot offer ("odd-lot holders").
3. CONDITION PRECEDENT
The implementation of the odd-lot offer is subject to the fulfillment of the
condition precedent that the special and ordinary resolutions contained in
the notice of general meeting attached to and forming part of the circular
referred to in 7 are duly passed, and that the special resolution is
registered by the Registrar of Companies.
4. LAST DAY TO TRADE
Shareholders are advised that the last day to trade in order to participate
in the odd-lot offer will be Friday, 12 October 2001. Any ordinary shares
purchased after Friday, 12 October 2001 will not be eligible to participate
in the odd-lot offer. Any shareholder who holds fewer than 100 ordinary
shares and who sells his or her ordinary shares or acquires additional
ordinary shares after Friday, 12 October 2001, will still be treated as an
odd-lot holder for the purposes of the odd-lot offer.
5. MECHANISM OF THE ODD-LOT OFFER
5.1 The odd-lot offer will be implemented on the basis that the odd-lot
holders may, up to 16:30 on Wednesday, 17 October 2001, elect to:
5.1.1 purchase sufficient additional ordinary shares at the weighted average
traded price of the ordinary shares on the JSE Securities Exchange South
Africa ("JSE") over the 30 trading days ended Wednesday, 3 October 2001
("offer price"), to increase their odd-lot holdings to holdings of 100
ordinary shares ("purchase alternative"); or
5.1.2 sell their odd-lot holdings at the offer price ("cash alternative");
5.1.3 retain their odd-lot holdings.
5.2 Odd-lot holders who have dematerialised their ordinary shares with a
Central Securities Depository Participant ("CSDP") or broker should advise
their CSDP or broker as to what action they wish to take. This should be
done in terms of the agreement entered into between them and the CSDP or
broker. Odd-lot holders who have dematerialised their ordinary shares must
not return a form of election to Harmony's transfer secretaries. Their
instructions must be sent to their CSDP or broker for action.
5.3 The ordinary shares of those odd-lot holders who do not make an election
or who elect the cash alternative will be sold to those odd-lot holders who
elect the purchase alternative.
5.4 To the extent that the ordinary shares referred to in 5.3 are
insufficient, Harmony will issue new ordinary shares to the odd-lot holders
in question at the offer price.
5.5 Lydenburg Exploration Limited, a wholly-owned subsidiary of Harmony, has
agreed to purchase, at the offer price, the ordinary shares of those odd-lot
holders who elect the cash alternative and those who make no election, to
the extent that such odd-lot holdings exceed the ordinary shares required to
be transferred to those odd-lot holders who elect the purchase alternative.
6. FINANCIAL EFFECTS
The odd-lot offer and the issue of new ordinary shares referred to in 5.4 is
not expected to have any material effect on the projected earnings per share
or on the net asset value per share.
7.1 A circular containing further information relating to the odd-lot offer,
along with the necessary documentation and a notice convening a general
meeting of shareholders to be held at Randfontein Office Park, corner Main
Reef Road and Ward Avenue, Randfontein, at 09:00 on Wednesday, 3 October
2001, will be posted to shareholders on or about Monday, 10 September 2001.
7.2 The results of the general meeting and the offer price will be announced
in the South African press and over SENS and RNS on or about Friday, 5
7.3 The odd-lot offer is not being made to holders of American Depository
Shares or to shareholders who are United States persons as defined in
Regulation S of the United States Securities Act of 1933, as amended. The
odd-lot offer is also not being made to holders of ordinary shares acquired
through the exercise of any Harmony warrants registered on Harmony's United
States warrant register.
7 September 2001
Legal advisor to Harmony
CLIFFE DEKKER FULLER MOORE INC
(Registration number 1998/018173/21)
Sponsor to Harmony