| Wed 21 Jan 2009, 14:20 | | AFO - Aflease - Results Of Scheme Meeting |
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AFO
AFO
AFO - Aflease - Results Of Scheme Meeting
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")
RESULTS OF SCHEME MEETING
1. RESULTS OF SCHEME MEETING
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.
Aflease is pleased to announce that at the scheme meeting held on Wednesday, 21
January 2009, the scheme members present and voting, either in person or by
proxy, unanimously approved the scheme.
2. CONDITIONS FOR THE SCHEME
The implementation of the scheme is subject to the fulfilment or waiver (where
permitted) of a number of conditions which were specified in the announcement
dated 20 November 2008. The material conditions still to be met are:
- that there will be in existence legally binding arrangements to ensure that
all of the Aflease convertible bonds have been or will be cancelled or
transferred to BMA in consideration for the issue of the BMA convertible bonds;
and
- that Competition Commission approval (if required), shall have been obtained
in both South Africa and Australia.
Aflease anticipates that a meeting of Aflease bond holders will take place
during mid-February 2009 to seek the necessary waiver in respect of the first
mentioned material condition.
3. SALIENT DATES
An updated timetable for the scheme, resulting from the delay in the fulfilment
of the conditions, is set out below:
2009
Finalisation date announcement once all Friday, 20 February
conditions have been fulfilled and/or
waived to be released on SENS
Finalisation date announcement once all Monday, 23 February
conditions have been fulfilled and/or
waived to be published in the press
Last day to trade ordinary shares on Friday, 27 February
the JSE in order to be recorded in the
register on the consideration record
date
Suspension of Aflease`s listing on the Monday, 2 March
JSE from the commencement of trading
on the JSE
BMA ordinary shares will be listed and Monday, 2 March
trading will commence on the JSE at
the commencement of trading on the JSE
under JSE code "GDO"
Consideration record date, being the Friday, 6 March
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, 9 March
commencement of trading on the JSE
Termination of Aflease`s listing on the Monday, 9 March
JSE, from the commencement of trading
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. 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, 27 February 2009. Only dematerialised ordinary
shares may be traded on the JSE.
4. CHAIRPERSON`S REPORT
A copy of the chairperson`s report on the scheme meeting will be available for
inspection at Aflease`s registered office during normal business hours situated
at First Floor, 45 Empire Road, Parktown, 2193 from Thursday, 22 January 2009
until the date on which the application is made to the Court to sanction the
scheme, anticipated to be on 3 February 2009.
Parktown, Johannesburg
21 January 2009
MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED
Corporate adviser and sponsor in South Africa
Date: 21/01/2009 14:20:04 Produced by the JSE SENS Department.
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