| Thu 29 Jan 2009, 17:00 | | AFO - Aflease - Competition Commission And Foreign Investment Review Board |
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AFO
AFO
AFO - Aflease - Competition Commission And Foreign Investment Review Board
Approval And Remaining Conditions In Respect Of The Scheme
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")
COMPETITION COMMISSION AND FOREIGN INVESTMENT REVIEW BOARD APPROVAL AND
REMAINING CONDITIONS IN RESPECT OF THE SCHEME
INTRODUCTION
Shareholders are referred to the announcement released on 21 January 2009,
advising that Aflease shareholders had unanimously approved the scheme of
arrangement ("scheme") in terms of section 311 of the Companies Act, 1973,
between Aflease and its ordinary shareholders. Aflease, which is listed on JSE
Limited ("JSE"), and BMA Gold Limited ("BMA"), which is listed on the Australian
Securities Exchange have, as announced on 20 November 2008, entered into an
agreement regarding a conditional transaction which provides for the dual
primary inward listing of BMA under the new name `Gold One International` on the
JSE ("listing") and the subsequent acquisition by BMA of all the issued ordinary
shares of Aflease, to be implemented in South Africa through the scheme.
CONDITIONS IN RESPECT OF THE SCHEME
Aflease is pleased to announce that approvals for the implementation of the
scheme have been obtained from the South African Competition Commission as well
as the Foreign Investment Review Board in Australia.
Shareholders are reminded that the implementation of the scheme remains subject
to the fulfilment or waiver (where permitted) of a number of conditions which
were specified in an 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;
- the registration of the auditors of BMA with the JSE at least ten days prior
to the listing; and
- the provision of the Gold One ISIN by the JSE at least ten days prior to the
listing.
An announcement notifying Aflease shareholders of the date of the meeting of
Aflease bondholders to seek the necessary waiver in respect of the first
mentioned material condition will be made in due course.
SALIENT DATES
An updated timetable for the implementation of the scheme, required as a
consequence of the delay in the fulfilment of the conditions, will also be
announced in due course.
Parktown, Johannesburg
29 January 2009
MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED
Corporate adviser and sponsor in South Africa
Date: 29/01/2009 17:00:04 Produced by the JSE SENS Department.
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