| Tue 27 Nov 2007, 16:11 | | AFO - Aflease Gold Limited - Convertible Bond Offe |
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AFO
AFO
AFO - Aflease Gold Limited - Convertible Bond Offering
AFLEASE GOLD LIMITED
(Formerly Sub Nigel Gold Mining Company Limited)
Incorporated in the Republic of South Africa
(Registration number: 1984/006179/06)
Share code: AFO (JSE) & AFSGY - International PrimeQX (OTCQX)
ISIN: ZAE000075867
("Aflease Gold" or the "Company")
CONVERTIBLE BOND OFFERING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR IN
THE UNITED STATES, AUSTRALIA, CANADA, OR JAPAN OR TO US, AUSTRALIAN, CANADIAN,
OR JAPANESE PERSONS. THIS RELEASE IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER OR AN ADVERTISEMENT OF AN OFFER OF SECURITIES IN THE UNITED
STATES, SOUTH AFRICA OR IN ANY OTHER JURISDICTION.
Further to Aflease Gold`s announcement which was released on SENS on 25 October
2007, in which shareholders were advised that the Company had placed ZAR600
million of convertible bonds ("Bonds") due 2012 to international institutional
investors ("investors") (the "Bond issue"), a circular has been posted to
shareholders today. The circular includes a notice convening a general meeting
of Aflease Gold shareholders, to be held at 10:00 on Wednesday, 12 December 2007
on the Ground Floor - Block D, Nedbank Corporate Place, 135 Rivonia Road,
Sandown, Sandton, for the purpose of considering and, if deemed fit, passing,
with or without modification, the ordinary resolution necessary to approve and
implement the Bond issue.
Financial effects
The financial effects of the Bond issue are not significant and have therefore
not been disclosed in this announcement. Financial effects of the Bond issue are
however included in the circular.
Salient dates and times
The salient dates and times of the Bond issue are as follows:
2007
Last day to lodge forms of proxy for the general Monday, 10 December
meeting by 10:00
General meeting to be held at 10:00 Wednesday, 12 December
Results of general meeting released on SENS Wednesday, 12 December
Results of general meeting published in the press Thursday, 13 December
Issue of Bonds to investors Thursday, 13 December
Notes:
1. The above dates and times are subject to amendment. Any amendments to the
dates and times will be released on SENS and published in the South African
press.
2. The above times are South African local times.
Withdrawal of cautionary announcement
The cautionary announcement dated 25 October 2007 is hereby withdrawn.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.
THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES TO, OR FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933) UNLESS THEY ARE REGISTERED OR EXEMPT FROM
REGISTRATION. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.
IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT PERSONS WHO
FALL WITHIN ARTICLE 19 OR 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 OR TO WHOM THIS ANNOUNCEMENT MAY OTHERWISE BE
DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. THE BONDS REFERRED TO IN THIS ANNOUNCEMENT SHALL BE ISSUED
ONLY TO SUCH PERSONS.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF OR SUBSCRIPTION FOR SHARES TO THE
PUBLIC IN SOUTH AFRICA IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT 1973 (AS
AMENDED) OR TO SOUTH AFRICAN RESIDENTS IN TERMS OF THE SOUTH AFRICAN EXCHANGE
CONTROL REGULATIONS IN SO FAR AS THOSE SOUTH AFRICAN RESIDENTS DO NOT HAVE THE
APPROPRIATE APPROVALS FROM THE SOUTH AFRICAN RESERVE BANK TO SUBSCRIBE FOR THE
BONDS REFERRED TO IN THIS ANNOUNCEMENT.
Johannesburg
27 November 2007
Sole Placement Agent to Aflease Gold
Deutsche Bank AG London
Merchant bank and transaction sponsor to Aflease Gold
Deutsche Securities (SA) (Proprietary) Limited
Sponsor to Aflease Gold
Nedbank Capital
Corporate law advisers to Deutsche Bank AG London
Bowman Gilfillan Inc.
Date: 27/11/2007 16:11:51 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
