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PZG
PZG
PZG - Pamodzi Gold Limited - Detailed cautionary announcement regarding the
proposed acquisition
Pamodzi Gold Limited
(Previously Bema Gold SA (Proprietary) Limited)
(Incorporated in the Republic of South Africa)
Registration number 2002/013039/06
JSE Code: PZG
ISIN: ZAE000088563
("Pamodzi Gold" or "the Company")
DETAILED CAUTIONARY ANNOUNCEMENT REGARDING THE PROPOSED ACQUISITION OF HARMONY
GOLD MINING COMPANY LIMITED`S ORKNEY ASSETS
Further to the cautionary announcement released on SENS on 29 March 2007 and the
cautionary announcement made on 13 April 2007, Pamodzi Gold ordinary
shareholders ("shareholders") are advised that the Company has reached an in
principle agreement with Harmony Gold Mining Company Limited ("Harmony")
regarding the acquisition of Harmony`s Orkney No`s 1 to 7 Shafts ("Orkney
assets") as a going concern ("proposed transaction").
The purchase consideration payable by Pamodzi Gold to Harmony for the Orkney
assets will be an amount of R550 million ("initial purchase consideration") plus
a royalty calculated at
* 3% of the net smelter revenues in respect of the first 1 million ounces of
gold produced by the Orkney assets after the effective date of the proposed
transaction, and
* 1.75% of the net smelter revenue in respect of all gold produced by the Orkney
assets thereafter.
The initial purchase consideration will be settled by Pamodzi Gold through a
combination of cash, third party debt funding and the issue of Pamodzi Gold
ordinary shares to Harmony.
Pamodzi Resources (Proprietary) Limited has undertaken to subscribe for such
number of additional Pamodzi Gold shares as will ensure that its current
shareholding of approximately 50.1% in Pamodzi Gold (pre-dilution) is not
diluted as a result of the issue of Pamodzi Gold ordinary shares to Harmony in
part settlement of the initial acquisition consideration. Accordingly, Pamodzi
Gold will remain a black owned company.
The proposed transaction is subject to a formal agreement between Pamodzi Gold
and Harmony being concluded by no later than 30 June 2007. The formal agreement
will be subject to, inter alia, the proposed transaction being approved in terms
of the Competition Act, 1998, the proposed transaction being approved by the
requisite majority of Pamodzi Gold ordinary shareholders, all other necessary
regulatory approvals in relation to the proposed transaction being granted and
AngloGold Ashanti Limited unconditionally waiving its pre-emptive right in
respect of the Orkney assets.
Accordingly, shareholders are advised to continue to exercise caution when
dealing in the Company`s securities until a further announcement is made.
Johannesburg
24 April 2007
Merchant bank and sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 24/04/2007 17:15:01 Produced by the JSE SENS Department.
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