| Tue 4 Jun 2002, 0:00 | | JCI Gold / CAM: Scheme Of Arrangement - Salient Fe |
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JCI GOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/005215/06)
JSE Share code: JCG ISIN: ZAE000015467
("JCI Gold")
CONSOLIDATED AFRICAN MINES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1894/000854/06)
JSE Share code: CAM ISIN: ZAE000013199
("CAM")
SCHEME OF ARRANGEMENT - SALIENT FEATURES
1. Introduction
Shareholders of CAM and JCI Gold are referred to the announcement dated
Friday, 19 April 2002 regarding the scheme of arrangement in terms of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended ("the
Act"), to be proposed by CAM between JCI Gold and its shareholders ("the
scheme").
In terms of the scheme CAM will acquire all of the JCI Gold shares which
it does not already own in return for which participants will receive a
scheme consideration of R4,00 in cash, seven new CAM shares issued at R0,45
each and four CAM debentures of R1,25 each for every one JCI Gold share held
on Friday, 12 July 2002 ("the record date"). Scheme participants may elect
to receive nine new CAM shares issued at R0,45 each and credited as fully
paid instead of the cash of R4,00.
The purpose of this announcement is to inform JCI Gold shareholders of
the conditions precedent to and the salient dates of the scheme.
2. Conditions precedent
The scheme is subject to fulfillment of the following conditions
precedent:
* approval by a majority, representing not less than 75% of the votes
exercisable by scheme members present and voting, either in person or by
proxy at the scheme meeting;
* granting of listings by the JSE Securities Exchange South Africa ("JSE")
of the CAM debentures and CAM shares issued to scheme participants as part
of the scheme consideration;
* sanction of the scheme by the High Court of South Africa (Transvaal
Provincial Division) ("the Court");
* registration by the Registrar of Companies, of the Order of Court
sanctioning the scheme; and
* confirmation in writing by a director or the secretary of CAM that CAM
shareholders in general meeting have approved the scheme.
3. Suspension and termination of listing of JCI Gold shares on the JSE
Subject to the implementation of the scheme, the JSE has agreed to:
* the listing of JCI Gold shares being suspended with effect from the
commencement of trade on the JSE on Monday, 8 July 2002;
* the listing of JCI Gold shares being terminated with effect from the
commencement of trade on the JSE on Tuesday, 16 July 2002.
4. Salient dates
The salient dates and times relating to the scheme, which are subject to
change, are set out below.
2002
Last day to trade in order to be eligible to vote at the
scheme meeting Thursday, 13 June
Record date to vote at the scheme meeting,
by close of business Thursday, 20 June
Last day for receipt of proxies for the scheme meeting
by 10:00 (see Note 1 below) Friday, 21 June
Scheme meeting to be held at 10:00 Tuesday, 25 June
Publication of results of scheme meeting on SENS Tuesday, 25 June
Publication of results of scheme meeting in the press Wednesday, 26 June
Court hearing to sanction the scheme Tuesday, 2 July
IF THE SCHEME IS SANCTIONED AND IMPLEMENTED:
Results of scheme published Wednesday, 3 July
Last day to trade in order to participate in the
scheme consideration Friday, 5 July
Suspension of listing of JCI Gold shares at
commencement of trading Monday, 8 July
Last day to make election for share alternative Wednesday, 10 July
Record date on which scheme participants must be recorded
in the register to receive the scheme consideration Friday, 12 July
Operative date of the scheme at the commencement of trading Monday, 15 July
Scheme consideration cheques and certificates posted to
certificated scheme participants (if documents of title
are received on or prior to the record date) or,
failing receipt of title documents on or before the
record date, by not later than five business days
after receipt thereof by the transfer secretaries Monday, 15 July
Scheme participants with dematerialised shares will have
their accounts at their CSDP or broker,
credited and updated Monday, 15 July
Termination of JCI Gold listing at the
commencement of trading Tuesday, 16 July
Notes:
1. If a form of proxy is not received by the time and date shown above, it
may be handed to the chairman of the scheme meeting not later than 10
minutes before the scheme meeting is due to commence.
2. These dates and times may be changed by agreement between JCI Gold and
CAM. Any change will be published in the South African press and on SENS.
3. All times given in this document are local times in South Africa.
4. Share certificates in JCI Gold may not be dematerialised/rematerialised
after Friday, 28 June 2002.
5. Circular
Circulars containing further details of the scheme were posted to JCI
Gold and CAM shareholders on Tuesday, 4 June 2002.
Johannesburg
4 June 2002
CORPORATE ADVISOR AND LEAD SPONSOR
Corpcapital Corporate Finance
a sponsor registered with the
JSE Securities Exchange South Africa
ATTORNEYS
Tabacks
REPORTING ACCOUNTANTS AND INDEPENDENT ADVISOR TO SCHEME PARTICIPANTS
KPMG
INDEPENDENT ADVISOR TO CAM SHAREHOLDERS
PSG Investment Bank
JOINT SPONSOR
Sasfin Bank Limited
(Registration number 1951/002280/06)
Date: 04/06/2002 04:38:03 PM Produced by the SENS Department
