| Fri 21 Dec 2001, 0:00 | | President Steyn Gold Mines Limited - Further Annou |
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President Steyn Gold Mines Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/014461/06)
Share code PGD ISIN ZAE000026654
("PSGM" or "the Company")
FURTHER ANNOUNCEMENT REGARDING:
- THE DISPOSAL OF THE PRESIDENT STEYN GOLD MINING OPERATIONS AND THE
T.M. TRAINING CENTRE; and
- A PROPOSED SHARE PREMIUM DISTRIBUTION
1. INTRODUCTION
Further to the announcement dated 5 December 2001 regarding the disposal by
PSGM of its shares in and claims against Mindserv (Proprietary) Limited,
including its wholly-owned subsidiary President Steyn Gold Mines (Free
State) (Proprietary) Limited and T.M. Training Initiative (Proprietary)
Limited ("the disposal"), Argil Corporate Finance (Proprietary) Limited is
authorised to announce an update to PSGM shareholders regarding the progress
of the disposal process, as well as details of a proposed share premium
distribution to PSGM shareholders in terms of section 90 of the Companies
Act, Act 61 of 1973, as amended, ("the Act") ("the share premium
distribution").
2. THE DISPOSAL
The following conditions precedent to the disposal, as were detailed in the
announcement to PSGM shareholders dated 5 December 2001, have been met by 13
December 2001:
- Thistle Mining Incorporated raising or receiving commitments from
investors to purchase no less than US$6 000 000 of its securities;
- Thistle completing a due diligence review to its satisfaction; and
- The receipt of written approval from the Industrial Development
Corporation in respect of the disposal.
The disposal is still subject to certain other conditions precedent as set
out in the circular to shareholders.
3. THE SHARE PREMIUM DISTRIBUTION
3.1 Rationale
It is the view of the directors of PSGM ("the directors") that the disposal
consideration receivable from the disposal will leave PSGM with cash
resources in excess of its foreseeable future needs. The directors therefore
consider it appropriate that the Company distributes this excess cash to its
shareholders on the terms and conditions as set out below.
3.2 Terms
The Company propose to pay, subject to the fulfilment of the conditions
precedent set out in paragraph 3.3 below, R276 859 000 in aggregate, being
55 cents per share, of the disposal consideration to shareholders in terms
of Section 90 of the Act in the form of a share premium distribution.
The directors have considered the effect of the share premium distribution
and are satisfied as to the following:
- the Company is, and will after the share premium distribution, be
able to pay its debts as they become due in the ordinary course of business;
and
- the consolidated assets of the Company, fairly valued, will after
the share premium distribution, exceed the consolidated liabilities of the
Company.
3.3 Conditions precedent
The share premium distribution is subject to the fulfilment of the
following conditions precedent:
- the amendment of the articles of association of the Company to
allow the Company to make payments to its shareholders in terms of Section
85 to 90 of the Act;
- the requisite ordinary and special resolutions being passed at
the general meeting; and
- the disposal becoming unconditional in all respects and the
Company has received the disposal consideration, being US$ 32 050 000.
4. ABRIDGED TIMETABLE
Set out below is the abridged timetable to the disposal and the share
premium distribution:
Last day to lodge form of proxy for the general meeting, by 10:00 am on
Monday, 14 January 2002
General meeting at 10:00 am on Tuesday, 15 January 2002
Results announcement of general meeting
published on Wednesday, 16 January 2002
Final date announcement regarding the share
premium distribution Friday, 25 January 2002
Last date to trade to participate in the
share premium distribution Friday, 1 February 2002
Shares trade ex-entitlement (price adjustment) Monday, 4 February 2002
Record date to participate in the share
premium distribution Friday, 8 February 2002
Cheques in respect of the share premium
distribution mailed at the risk of
shareholders or cash electronically transferred
in respect of certificated shareholders.
Safe custody accounts will
be credited with shareholders' Central
Security Depository Participants ("CSDP")
or brokers' CSDP's Monday, 11 February 2002
Notes:
No dematerialisation of shares will take place between Monday, 28 January
2002 and Friday, 8 February 2002 (both days inclusive).
Any change to the above times and dates approved by the JSE Securities
Exchange South Africa and/or the Securities Regulation Panel as required,
will be advised by notification in the press.
5. SHAREHOLDERS' MEETING AND DOCUMENTATION
A circular to PSGM shareholders containing full details of the disposal and
the share premium distribution, which circular will contain a notice of a
general meeting to be held on Tuesday, 15 January 2002, will be posted to
shareholders today.
Johannesburg
24 December 2001
Corporate adviser
Argil Corporate Finance (Pty) Ltd
Reporting accountants
JCB Inc
Attorneys for PSGM
Hofmeyr Harbstein & Gihwala Incorporated
Independent adviser
BoE Merchant Bank
A division of BoE Bank Limited
Sponsor
BoE Securities (Pty) Ltd
Member of the JSE Securities Exchange South Africa
Attorneys for Thistle
Werksmans Incorporated
