| Wed 26 Jun 2002, 0:00 | | Jci Gold/cam - Results Of Scheme And General Meeti |
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JCI Gold/CAM - Results of scheme and general meetings
JCI GOLD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/005215/06)
Share code: JCG ISIN: ZAE000015467
("JCI Gold")
CONSOLIDATED AFRICAN MINES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/000854/06)
JSE Share code: JCG ISIN: ZAE000013199
("CAM")
Results of scheme and general meetings
1. Introduction
Corpcapital Corporate Finance is authorised to announce that:
* at the scheme meeting held at 10:00 on Tuesday 25 June 2002, the
requisite majority of JCI Gold shareholders approved, without modification,
the scheme of arrangement ("the scheme") in terms of section 311 of the
Companies Act, 1973 proposed by CAM between JCI Gold and its shareholders
other than CAM ("scheme participants"); and
* at the CAM general meeting held at 10:00 on Wednesday 26 June 2002, the
requisite majority of shareholders approved, without modification, all the
special and ordinary resolutions as set out in the Notice of General
Meeting.
In terms of the scheme, scheme 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 JCI Gold share held on
Friday, 12 July 2002. Until Wednesday, 10 July 2002, scheme participants may
elect to receive nine new CAM shares issued at R0,45 each and credited as
fully paid ("the share alternative") instead of cash of R4,00 ("the cash
component").
2. Remaining conditions precedent
The scheme remains subject to fulfilment of the following conditions
precedent:
* sanction of the scheme by the High Court of South Africa (Transvaal
Provincial Division) ("the Court"); and
* registration by the Registrar of Companies, of the Order of Court
sanctioning the scheme.
3. Salient dates
The salient dates and times, which are subject to change and to fulfilment
of the remaining conditions precedent as detailed in paragraph 2, are set
out below.
2002
Court hearing to sanction the scheme Tuesday, 2 July
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. 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.
2. All times given in this document are local times in South Africa.
3. Share certificates may not be dematerialised after Friday, 28 June 2002.
4. Action required
If the remaining conditions precedent are fulfilled, the scheme will
become operative on Monday, 15 July 2002 ("the operative date") and scheme
participants, who hold their shares in certificated form will be required to
surrender their documents of title in order to receive the scheme
consideration. A form of surrender was included in the circular posted to
shareholders on Tuesday, 4 June 2002 for this purpose and a further
surrender circular will be posted to shareholders once the remaining
conditions precedent have been fulfilled.
If the scheme becomes operative, then, on the operative date, the scheme
consideration will be posted to or, where arrangements have been made,
deposited in the bank accounts of shareholders who either hold their shares
in dematerialised form, or who have surrendered their documents of title
before the operative date. The scheme consideration will be posted to those
shareholders who hold their shares in certificated form and who surrender
their documents of title on or after the operative date, within five
business days of receipt of their documents of title by the transfer
secretaries, Computershare Investor Services Limited.
Scheme participants who wish to receive the share alternative instead of
the cash component must make the election by Wednesday, 10 July 2002.
Johannesburg
26 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
Registered Chartered Accountants (SA)
(Registration number 1999/021543/21)
Joint sponsor
Sasfin Bank Limited
(Registration number 1951/002280/06)
Independent advisor to cam shareholders
PSG Investment Bank
Reporting accountants on Letseng
PricewaterhouseCoopers Inc.
Chartered Accountants (SA)
Registered Accountants & Auditors
(Registration no. 1998/012055/21)
Independent technincal and economic advisors
Venmyn Rand (Pty) Limited
Mining and Minerals Management Advisers
(Registration number 88/04918/07)
Date: 26/06/2002 11:23:14 AM Produced by the SENS Department
