HAR - Harmony Gold Mining Company Limited - Agreement to dispose of Evander GoldRelease Date: 30/05/2012 17:46:01 Code(s): HAR HAR - Harmony Gold Mining Company Limited - Agreement to dispose of Evander Gold
Mines Limited to Pan African Resources Plc
Harmony Gold Mining Company Limited
Registration number 1950/038232/06
ISIN: ZAE000015228
Code: HAR
("Harmony" or the "Company")
AGREEMENT TO DISPOSE OF EVANDER GOLD MINES LIMITED TO PAN AFRICAN RESOURCES PLC
1. INTRODUCTION
Shareholders are informed that Harmony has entered into an agreement with
Pan African Resources PLC ("Pan African Resources") in terms of which
Harmony will dispose of Evander Gold Mines Limited ("Evander") to Pan
African Resources (the "Transaction").
2. THE TRANSACTION
2.1 Salient Terms
Pan African Resources (through a wholly-owned subsidiary) will acquire
Evander for a cash purchase consideration of R1.5 billion to be funded
through a combination of internal cash resources, third party debt and
equity.
2.2 Effective date and Conditions Precedent
The effective date of the Transaction is 1 April 2012. The closing date of
the Transaction is intended to be 31 October 2012 unless extended, subject
to, inter alia, the fulfilment of the following conditions precedent:
- Pan African Resources obtaining the relevant shareholder approval for
the Transaction;
- Obtaining of all relevant regulatory approvals including exchange
control approval from the Reserve Bank of South Africa, any required
approvals from the various exchanges on which Pan African Resources is
listed and Competition Commission approval. The Takeover Regulation
Panel has exempted Evander from complying with Parts B and C of the
Companies Act, 2008 (No. 71 of 2008) and the Takeover Regulations on
the basis that, although Evander is a public company, it is a wholly
owned subsidiary of Harmony; and
- Approval of the change in control of Evander by the Department of
Mineral Resources.
A break fee of R50 million will be payable by Pan African Resources and
will not be refundable unless the regulatory approvals described above are
not fulfilled.
"We are pleased that Evander is being sold at a value within our value range.
The proceeds will be received within the next six months, provided all the
conditions precedent are met, which will further strengthen our cash position
to meet our capital demands in support of our growth strategy", said Graham
Briggs, chief executive of Harmony.
The Transaction is below the threshold prescribed by the JSE Listing
Requirements for a categorised transaction and this announcement is therefore
made on a voluntary basis.
30 May 2012
Financial Advisor and Transaction Sponsor
Merrill Lynch South Africa (Pty) Ltd
Legal Advisor
Cliffe Dekker Hofmeyr Incorporated
Sponsor
J.P. Morgan Equities Limited
For more details contact:
Henrika Basterfield
Investor Relations Officer
+27 (0) 82 759 1775
Marian van der Walt
Executive: Corporate and Investor Relations
+27 (0) 82 888 1242
Date: 30/05/2012 17:46:01 Supplied by www.sharenet.co.za
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