| Fri 19 Dec 2008, 9:30 | | AFO - Aflease Gold - Important Dates And Times In Respect Of The |
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AFO
AFO
AFO - Aflease Gold - Important Dates And Times In Respect Of The
Scheme Of Arrangement
Aflease Gold Limited
(Incorporated in the Republic of South Africa)
(Registration number 1984/006179/06)
JSE Share code: AFO
ISIN: ZAE000075867
International Prime QX (OTCQX): AFSGY
("Aflease")
IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME OF ARRANGEMENT
INTRODUCTION
Shareholders are referred to the announcements dated 20 November 2008 and 26
November 2008 in which shareholders were advised that Aflease Gold Limited
("Aflease"), which is listed on the JSE Limited, and BMA Gold Limited ("BMA"),
which is listed on the Australian Securities Exchange, have entered into an
agreement regarding a conditional transaction which provides for the dual
primary inward listing of BMA on the JSE and the subsequent acquisition by BMA
of all the issued ordinary shares of Aflease, to be implemented in South Africa
through a scheme of arrangement ("the scheme") in terms of section 311 of the
Companies Act, 1973 between Aflease and its ordinary shareholders.
SCHEME MEETING
Shareholders are advised that in terms of an Order of Court dated Wednesday, 17
December 2008, the High Court of South Africa has granted Aflease leave to
convene a meeting to consider the scheme ("scheme meeting"), to be held at 09:00
on Wednesday, 21 January 2009 (or any adjourned date determined by the
Chairperson) at The Place, 1 Sandton Drive, South Wing, Sandton, Johannesburg.
3. IMPORTANT DATES AND TIMES
2008
Court hearing to convene scheme meeting Wednesday, 17 December
(at 10:00 or so soon thereafter as
counsel may be heard)
Notice of scheme meeting and Order of Friday, 19 December
Court released on SENS
2009
Notice of Scheme meeting published in Friday, 2 January
the Government Gazette
Notice of scheme meeting and Order of Sunday, 4 January
Court published in the press
(Sunday Times and Rapport)
Notice of scheme meeting and Order of Monday, 5 January
Court published in the press
(Business Day and Beeld)
Last day to trade Aflease ordinary Friday, 9 January
shares on the JSE in order to be
recorded in the register on the voting
date (see note 2 below)
Voting record date, being the date on Friday, 16 January
which Aflease ordinary shareholders
must be in the register in order to be
eligible to vote at the scheme meeting
Last day to lodge form of proxy for the Monday, 19 January
scheme meeting (by 09:00)
(see notes 3 and 4 below)
Scheme meeting held (at 09:00) Wednesday, 21 January
Results of scheme meeting to be released Wednesday, 21 January
on SENS
Results of scheme meeting to be Thursday, 22 January
published in the press
The report of the Chairperson to be Thursday, 22 January
available for inspection
Court hearing to sanction the scheme (at Tuesday, 3 February
10:00 or so soon thereafter as counsel
may be heard)
Outcome of Court hearing to be released Tuesday, 3 February
on SENS
Outcome of Court hearing to be published Wednesday, 4 February
in the press
Order of Court sanctioning the scheme Thursday, 5 February
registered by the Registrar of Companies
The dates below are subject to the fulfilment of the conditions as
set out in paragraph 7 of the scheme of arrangement section in the
scheme circular. To the extent that the conditions are not fulfilled
by Thursday, 5 February 2009, the dates set out below will be delayed
accordingly and any such changes will be released on SENS and
published in the press.
Finalisation date announcement once all Friday, 6 February
conditions have been fulfilled and/or
waived to be released on SENS
Finalisation date announcement once all Monday, 9 February
conditions have been fulfilled and/or
waived to be published in the press
Last day to trade ordinary shares on the Friday, 13 February
JSE in order to be recorded in the
register on the consideration record
date
Suspension of Aflease`s listing on the Monday, 16 February
JSE from the commencement of trading
on the JSE
BMA ordinary shares will be listed and Monday, 16 February
trading will commence on the JSE at
the commencement of trading on the JSE
under JSE code "GDO"
Consideration record date, being the Friday, 20 February
date on which Aflease ordinary
shareholders must be recorded in the
register in order to be eligible to
receive the scheme consideration
Operative date of the scheme, from the Monday, 23 February
commencement of trading on the JSE
Termination of Aflease`s listing on the Monday, 23 February
JSE, from the commencement of trading
If forms of surrender and transfer and the document(s) of title are received by
the transfer secretaries on or prior to 12:00 on the consideration record date
of the scheme, the share certificates in respect of the scheme consideration
will be posted to certificated scheme participants on the operative date.
Failing such receipt, the share certificates in respect of the scheme
consideration will be posted to certificated scheme participants within five
business days of receipt of the form of surrender and transfer and the relevant
document(s) of title by the transfer secretaries.
Dematerialised scheme participants will have their accounts held at their CSDP
or broker credited and
updated with the scheme consideration on the operative date.
In the event of the conditions set out in paragraph 7 of the scheme of
arrangement section in the scheme circular not being fulfilled by Tuesday, 30
June 2009, or such later date as BMA and Aflease agree to, the scheme will fail
to become operative and will be of no force and effect.
Notes:
1. The abovementioned times are South African times and are subject to change.
Any change to the above dates and times will be agreed upon by BMA and Aflease
and advised to Aflease ordinary shareholders by release on SENS and publication
in the press.
2. Aflease ordinary shareholders should note that, as Aflease ordinary shares
are settled in the Strate environment, settlement for trade takes place five
business days after the trade date. Therefore shareholders who acquire Aflease
ordinary shares after Friday, 9 January 2009, will not be eligible to vote at
the scheme meeting, although they will be entitled to participate in the scheme
provided they are recorded in the register on the consideration record date.
3. If the scheme meeting is adjourned or postponed, forms of proxy for the
scheme meeting must be received by the transfer secretaries by no later than the
business day prior to the adjourned or postponed meeting.
4. If the forms of proxy are not received by the transfer secretaries by the
time and date shown above, they may be handed to the Chairperson of the scheme
meeting by no later than 10 minutes before the commencement of the scheme
meeting.
5. If you wish to rematerialise or dematerialise your ordinary shares, please
contact your CSDP or broker. However, no rematerialisation or dematerialisation
will take place after Friday, 13 February 2009. Only dematerialised ordinary
shares may be traded on the JSE.
CIRCULAR
A circular providing further information in respect of the scheme, and
containing, inter alia, a notice of scheme meeting, an explanatory statement,
the scheme of arrangement, an Order of Court, a form of proxy and a form of
surrender and transfer, will be issued on 19 December 2008 and posted to
shareholders soon thereafter.
Parktown, Johannesburg
19 December 2008
MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED
Corporate advisor and sponsor in South Africa
Date: 19/12/2008 09:30:20 Produced by the JSE SENS Department.
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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.
