Finalisation and Withdrawal of Cautionary Announcement
WITWATERSRAND CONSOLIDATED GOLD RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
Registration Number 2002/031365/06
JSE Code: WGR
TSX Code: WGR
CUSIP Number: S98297104
("Wits Gold” or the “Company")
FINALISATION AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Wits Gold Shareholders are referred to the Results of Scheme Meeting Announcement on
SENS and filed on SEDAR dated 13 March 2014, together with the circular issued to Wits
Gold Shareholders on 12 February 2014, regarding the Scheme and Scheme Meeting (the
Words and expressions, including capitalised terms, in this announcement shall have the
same meaning as assigned to them in the Circular, unless indicated otherwise.
2. OUTSTANDING SCHEME CONDITIONS PRECEDENT AND WITHDRAWAL OF
Wits Gold Shareholders are advised that all conditions precedent to the Scheme, as detailed
in the Circular, have been fulfilled or waived and consequently the Scheme is now
unconditional. Upon implementation of the Scheme, an application will be made to the
relevant authorities for the delisting of all of Wits Gold’s shares from the JSE Limited and the
Toronto Stock Exchange, the termination of the Wits Gold American Depository Receipt
programme, and for Wits Gold to cease being a reporting issuer in Canada, and Sibanye
Gold will assume the rights and obligations of Wits Gold.
Consequently, shareholders are referred to the cautionary announcement relating to the
offer by Wits Gold to acquire Southgold Exploration Proprietary Limited (“Southgold
Acquisition”) dated 17 February 2014, and are advised that caution is no longer required to
be exercised by Wits Gold shareholders when dealing in Wits Gold securities as Sibanye
Gold will now assume Wits Gold’s rights and obligations in respect of the Southgold
3. SALIENT DATES AND TIMES
Key action 2014
Fulfilment Date Monday 31 March
Last day to trade in Wits Gold Shares in order to be
recorded in the JSE Branch Register on the Scheme
Record Date (Scheme Last Day to Trade) Friday 4 April
Date of suspension of listing of Wits Gold Shares on
the JSE Monday 7 April
Conversion Reference Date Monday 7 April
Scheme Record Date on which Wits Gold JSE
Shareholders must be recorded in the Register to
receive the Scheme Consideration Friday 11 April
Operative Date of the Scheme Monday 14 April
Scheme Consideration to be posted/paid to Certificated
Wits Gold JSE Shareholders and Wits Gold TSX
Shareholders (provided their Form of Surrender and Monday 14 April
Transfer (pink) or Letter of Transmittal (yellow)
respectively are received on or prior to 12:00 CAT /
12:00 ET on the Scheme Record Date)
Scheme Participants with Dematerialised Wits Gold
JSE Shares to have their accounts with their CSDP or
broker credited with the Scheme Consideration on or
about Monday 14 April
Termination of listing of Wits Gold Shares at
commencement of trade on the JSE and TSX Tuesday 15 April
1. Wits Gold Shares on the Scheme Record Date (Friday, 11 April 2014) will participate
in the Scheme (i.e. sell their Shares to Sibanye in accordance with the Scheme for
the Scheme Consideration).
2. Wits Gold Shares may not be Dematerialised or rematerialised after the Scheme Last
Day to Trade (Friday, 4 April 2014).
3. All times given in this announcement are, unless the context indicates to the contrary,
local times in South Africa.
4. As noted on page 25 of the Circular, Wits Gold Shareholders will receive a cash
consideration of the CAD equivalent of ZAR11.55 per Wits Gold TSX Share,
calculated using the rate of exchange quoted on the website of the Bank of Canada
as the reference rate of the South African Rand against the Canadian Dollar at
midday Toronto time on the Conversion Reference Date (Monday, 7 April 2014).
31 March 2014
Corporate Adviser and Lead JSE Sponsor
Macquarie First South Capital Proprietary Limited
PricewaterhouseCoopers Corporate Finance Proprietary Limited
South African Legal Adviser
Falcon & Hume Inc
Canadian Legal Adviser
For further information please contact:
Philip Kotze Hethen Hira
Chief Executive Officer Vice President: Corporate Affairs
Tel: +27 11 832 1749 Tel: +27 11 832 1749
Certain statements included in this announcement, as well as oral statements that may be
made by Wits Gold, or by its officers, directors or employees acting on its behalf related to
the subject matter hereof, constitute or are based on forward-looking statements.
These forward-looking statements involve a number of known and unknown risks,
uncertainties and other factors, many of which are difficult to predict and generally beyond
the control of Wits Gold, that could cause actual results and outcomes of Wits Gold to be
materially different from historic results or from any future results expressed or implied by
such forward-looking statements.
Such risks, uncertainties and other factors include, among others, the parties’ (being Wits
Gold and Sibanye) ability to complete the Scheme and the anticipated timing related thereto.
Wits Gold undertakes no obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances after the date of this
announcement or to reflect any change in Wits Gold’s expectations with regard thereto
except as otherwise required by law.
Date: 31/03/2014 09:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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