HARMONY GOLD MINING COMPANY LIMITED - Posting of circular and notice of EGMRelease Date: 11/06/2018 14:46:00 Code(s): HAR PDF(s):
Posting of circular and notice of EGM
HARMONY GOLD MINING COMPANY LIMITED
Registration number 1950/038232/06
Incorporated in the Republic of South Africa
JSE share code: HAR
(“Harmony” or the "Company")
POSTING OF CIRCULAR AND NOTICE OF EGM
Johannesburg. Monday, 11 June 2018. Harmony advises that the Company has
made available to download on its website, www.harmony.co.za/invest, today,
a circular to Harmony shareholders. The circular will be posted on or about
Tuesday, 12 June 2018.
Harmony shareholders (“Shareholders”) are referred to the announcements
released by the Company on 5 June and 6 June 2018, in which it advised
that in terms of existing authorities granted by Shareholders, it
concluded an accelerated bookbuild offering through the subscription by
qualifying investors of 55,055,050 new Harmony shares at a price of
ZAR19.12 per share (the "Placing Price") for an aggregate consideration
of approximately ZAR1.05 billion (US$82 million) (the "Placing”).
Harmony remains proactively engaged in accelerating transformation of the
mining sector and the economy overall. Accordingly, the Board has
identified that it is of strategic importance to ensure ARM's continued
contribution to Harmony’s BEE credentials at the same ownership level as
before the Placing and consequently, the Board is proposing to issue
11,032,623 new Ordinary Shares at the Placing Price to ARM.
In turn, African Rainbow Minerals Limited ("ARM"), Harmony's long-term
anchor strategic black economic empowerment ("BEE") partner, has agreed
to subscribe for 11,032,623 shares at the Placing Price ("ARM Placing")
to ensure that ARM will hold the same shareholding percentage of 14.29%
of the issued ordinary share capital of the Company as before the Placing
and the issue of shares to the Community Trust and Employee Trust as
previously announced and approved by shareholders.
The ARM Placing will be carried out under the vendor consideration placing
rules in terms of paragraph 5.62 of the JSE Listings Requirements. The
proceeds raised from the ARM Placing will be used to repay part of the
outstanding bridge loan raised for the acquisition of Moab Khotsong.
Given that ARM may be “related or inter-related” (as such terms are
construed in section 2 of the Companies Act, No. 71 of 2008, as amended
("Companies Act")) to the chairman of the Company, and consequently, as
prescribed by section 41(1)(b) of the Companies Act, the Board has
determined that notwithstanding their authority to deal with a certain
number of the authorised but unissued shares in their discretion as
granted at the 2017 annual general meeting, no issue of shares can be
made to ARM without first obtaining the approval of Shareholders by way
of special resolution.
Accordingly, Harmony has issued a circular, incorporating a notice of
Extraordinary General Meeting ("EGM"), to download on its website,
2. NOTICE OF EGM
Notice is hereby given to the Shareholders that a general meeting will be
held at the Hilton Hotel, 138 Rivonia Road, Sandton, Johannesburg, South
Africa at 11:00 (South African Standard Time) on 12 July 2018.
3. SALIENT DATES AND TIMES
Posting record date to be eligible to receive Friday, 1 June 2018
the circular and Notice of EGM
Posting circular to Shareholders Tuesday, 12 June 2018
Last day to trade in order to be eligible to Tuesday, 3 July 2018
participate and vote at the EGM
Voting record date to participate in and vote Friday, 6 July 2018
at the EGM
Last day and time to give notice to Monday, 9 July 2018
participate in the EGM electronically by 11:00
Last day and time to lodge Forms of Proxy with Tuesday, 10 July 2018
the Transfer Secretaries, by 11:00 on
EGM of Shareholders at 11:00 on Thursday, 12 July 2018
Results of EGM released on SENS Thursday, 12 July 2018
1. All dates and times above are South African local times unless otherwise stated.
2. The above dates and times are subject to amendments. Any such material amendment will
be released on SENS.
11 June 2018
For further information please contact:
Investor Relations Manager
+27 (0) 71 607 1498 (mobile)
Marian van der Walt
Executive: Investor Relations
+27 (0) 82 888 1242 (mobile)
Transaction Sponsor to Harmony: UBS
JSE Sponsor: J.P. Morgan Equities South Africa Proprietary Limited
Legal Advisor to Harmony as to South African law: Bowman Gilfillan Inc.
Date: 11/06/2018 02:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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