| Fri 18 May 2001, 0:00 | | De Beers - Linked Unit Holders Approve Db Investme |
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DB INVESTMENTS
RC Luxembourg No: B 78985
Incorporated as a soci t anonyme under the laws of Luxembourg
DE BEERS CONSOLIDATED MINES LIMITED
(Incorporated in the Republic of South Africa)
(Company Registration No 1888/000007/06)
DE BEERS CENTENARY AG
(Incorporated under the Laws of Switzerland)
Linked Unit Holders Approve DB Investments Offer for De Beers
De Beers Consolidated Mines Limited ("DBCM") and De Beers Centenary AG
(together "De Beers")and DB Investments ("DBI") announce that, at a meeting
of independent De Beers Linked Unit holders held this morning to consider
and vote on the scheme of arrangement to implement DBI's offer for De Beers,
the requisite number of votes to approve the scheme was received.
In addition, De Beers Linked Unit holders, at a general meeting of DBCM
shareholders and at a meeting of holders of Depositary Receipts, approved
resolutions authorising certain mechanical actions which are required to
enable the scheme to proceed.
As a result, all De Beers Linked Unit holder approvals required to implement
the scheme, as described in sections 14.1, 14.2 and 14.4 of the scheme
circular, have now been received.
De Beers and DBI also announce that all the conditions precedent relating to
the receipt of tax and competition authority approvals (or otherwise), as
described in sections 14.6, 14.7 and 14.8 of the scheme circular, have been
fulfilled.
The High Court of South Africa hearing to sanction the scheme will be held
on Tuesday, 29 May 2001.
Accordingly, the sanctioning of the scheme by the Court and the registration
by the South African Registrar of Companies of the special resolution passed
at the DBCM general meeting and the Court order sanctioning the scheme, as
described in sections 14.3, 14.9 and 14.10 of the scheme circular, are the
only conditions precedent remaining to be fulfilled before the scheme
becomes operative.
Linked Unit holders are reminded of the expected dates and times in relation
to the scheme which are set out below. All times are South African times.
Date of Court hearing to sanction the Scheme at 10.00 am - Tuesday, 29 May
2001
Expected date of suspension of the listings of Linked Units at the close of
business - Wednesday, 30 May 2001
Expected Record Date (date on which Linked Unit holders must be registered
in order to be Scheme Participants and so be entitled to the Scheme
Consideration), at 4.00 pm by which time:
(a) all Currency Elections must have been made and received in respect of a
specified number of Linked Units, the Documents of Title of which must have
been surrendered on such election; and
(b) all Mix and Match Elections must have been made and received in respect
of a specified number of Linked Units, the Documents of Title of which must
have been surrendered on such election (see note i.) - Friday, 1 June 2001
Expected date of termination of listings of Linked Units on the JSE and the
LSE at the close of business - Friday, 1 June 2001
Expected Operative Date - Monday, 4 June 2001
Expected Implementation Date (date on which the Scheme Consideration will be
posted / available for collection by Scheme Participants surrendering their
Documents of Title prior to 4.00 pm on the Record Date (see note ii.)) -
Friday, 8 June 2001
Notes:
i. A Currency Election and/or Mix and Match Election must be made and
received prior to 4.00 pm on the Record Date. Such election will only be
valid if it is made on the White Surrender, Nomination and Election Form and
submitted with the Documents of Title relating thereto. No such election
will be valid if it is made and received after the Record Date.
ii. Any Scheme Participant who does not surrender his Documents of Title
prior to 4.00 pm on the Record Date will have his Scheme Consideration
posted, or may arrange for collection thereof, 5 Business Days after the
surrender of the relevant Documents of Title.
iii. Holders of Linked Units who surrender their Documents of Title prior
to 4.00 pm on the Record Date will not be able to trade those Linked Units
from the time of such surrender.
iv. All dates and times indicated above are subject to amendment. All
amendments will be published in the South African press.
v. All dealings in Linked Units on the JSE or the LSE during the week
ending on the Record Date, which is expected to be Friday, 1 June 2001, will
be for immediate settlement.
For the purpose of calculating Mix and Match Elections pursuant to section
12.4.5 of the scheme circular, the price per Anglo American share has been
established at US$15,739823 in accordance with the calculation described in
that section.
18 May 2001
Enquiries:
DBI
Nicky Oppenheimer
Tel: +44 20 7430 3076
Clifford Elphick
Tel +27 11 638 2125
DE BEERS
Media (South Africa)
Tracey Peterson
Tel: +27 11 374 7388
Mobile: +27 83 408 7173
Media (UK)
Andrew Lamont
Tel: +44 20 7430 3515
Mobile: 07775 855279
Investor Relations (South Africa)
Mark Irvine
Mobile: +27 83 380 2988
Investor Relations (UK)
Richard Chetwode
Mobile: 07788 108819
