| Tue 1 Oct 2002, 9:42 | | New Mining Corporation Limited - Salient Informati |
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NEW MINING CORPORATION LIMITED - SALIENT INFORMATION AND DATES
(the name of which is proposed to change to Matodzi Resources
Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1933/004523/06)
JSE Share code: NEW ISIN: ZAE000017430
("NMC" or "the company)
SALIENT INFORMATION AND DATES
* Acquisition of 7,3% interest in JCI Limited ("JCI")
* Disposal of certain non-mining assets to JCI
* Odd-lot offer: offer price
* Change of name
1. INTRODUCTION
1.1 It was announced in the press on 25 July 2002 and 26 August 2002
that NMC:
1.1.1 would, subject to the fulfilment of certain conditions
precedent:
- acquire an additional 7,3% interest in JCI ("the
acquisition"); and
- dispose of certain non-mining assets to JCI ("the
disposals"); and
1.1.2 intended implementing an odd-lot offer in terms of which all
NMC shareholders who hold fewer than ordinary 500 shares on a date that
would be announced ("odd-lot holders") would be offered the opportunity
to elect:
- to sell their odd-lot holdings at a price that would be
announced ("the offer price") ("the cash alternative"); or
- to purchase a sufficient number of additional shares at the
offer price in order to increase their holdings to 500 shares ("the
purchase alternative"); or
- to retain their odd-lot holdings ("the odd-lot offer").
1.2 NMC also proposes changing its name to Matodzi Resources Limited
to better reflect its empowerment profile ("the name change").
2. THE ODD-LOT OFFER
2.1 Offer price
2.1.1 The offer price is 31 cents per NMC share and has been
determined by using the volume weighted average traded price of NMC
shares on the JSE Securities Exchange South Africa ("the JSE") over the
five trading days ended on 30 August 2002.
2.1.2 If an odd-lot holder elects to sell his/her shares or does not
make an election, the odd-lot holding will be sold to either those odd-
lot holders who elect to increase their odd-lot holdings, or to NMC, as
the case may be.
2.2 Conditions precedent
The implementation of the odd-lot offer is subject to the fulfilment of
the conditions precedent that the relevant ordinary and special
resolutions, contained in the notice of general meeting of NMC
shareholders attached to and forming part of the circular to NMC
shareholders referred to in paragraph 5 below ("the circular"), are
duly passed and that the special resolutions are registered by the
Registrar of Companies.
3. THE NAME CHANGE
3.1 It is proposed that, subject to the passing and registration of
the required special resolution as set out in the notice of general
meeting attached to and forming part of the circular, and the
registration of such special resolution, the name of the company be
changed to "Matodzi Resources Limited" and that the Memorandum and
Articles of Association of the company be amended to reflect the name
change.
3.2 The name change will be effective on the JSE with effect from the
commencement of trade on Monday, 4 November 2002 under the abbreviated
name "Matodzi" in the Resources: Mining - "Mining Finance" sector of the
JSE list.
3.3 Action to be taken by shareholders who have not dematerialised
their shares
Subject to the approval and implementation of the name change,
certificated NMC shareholders:
3.3.1 must surrender their existing documents of title in order to
receive share certificates reflecting the new name;
3.3.2 who do not wish to deal in their shares before Friday, 1
November 2002 and who wish to anticipate the passing and registration of
the special resolution necessary for the name change should surrender,
at their own risk, their documents of title under cover of the form of
surrender included in the circular to the transfer secretaries to be
received by not later than 16:00 on Friday, 8 November 2002 to allow the
posting of replacement certificates by Monday, 11 November 2002 (or
within five business days of surrender after that date); and
3.3.3 should note that a second surrender form, under cover of an
announcement of the results of the general meeting, will be despatched
on or about Friday, 25 October 2002.
3.4 Dematerialised shareholders need not take any action in relation
to the name change.
4. SALIENT DATES AND TIMES
2002
Election period for the odd-lot offer opens Tuesday, 1 October
Offer price of the odd-lot offer announced on
SENS and in this press announcement Tuesday, 1 October
Forms of proxy for the general meeting of
shareholders to be received by the transfer
secretaries by 10:00 Monday, 21 October
General meeting of shareholders held
at 10:00 Wednesday, 23 October
Finalisation data announcement in respect of
odd-lot offer published:
- on SENS Wednesday, 23 October
- in the press Thursday, 24 October
Last day to trade in order to participate in the
odd-lot offer Friday, 1 November
Last day to trade in NMC shares under old name Friday, 1 November
Amendment of listing for the name change under
the abbreviated name "Matodzi" in the Resources:
Mining - "Mining Finance" sector of the JSE list
with effect from the commencement of business Monday, 4 November
Trading in the new name commences Monday, 4 November
Election period for the odd-lot
offer closes at 16:00 Friday, 8 November
Form of election for the odd-lot offer
to be received by 16:00 Friday, 8 November
Form of surrender for the name
change to be received by 16:00 Friday, 8 November
Record date to determine those
shareholders entitled to
participate in the odd-lot offer
at the close of business Friday, 8 November
Implementation of the odd-lot offer takes
effect after close of business Friday, 8 November
Dematerialised shareholders will have their safe
custody accounts with their CSDP or broker
updated with the new name Monday, 11 November
In respect of certificated
shareholders, if existing share
certificates are surrendered together with
surrender forms on or before the close of business
on the record date, new share certificates reflecting
the new name will be despatched to such shareholders
by registered post at such shareholders` risk or be
available for collection from the
transfer secretaries Monday, 11 November
If documents of title are received after close of
business on the record date, new share certificates
reflecting the new name will be despatched by
registered post to certificated shareholders at such
shareholders` risk within five business days of receipt
or will be made available for collection after
five business days of receipt, as the case may be
Dematerialised odd-lot holders will have their safe
custody accounts at their CSDP or broker
credited/debited and updated in respect of the
sale or purchase of odd-lot holdings Monday, 11 November
In respect of the sale or purchase of odd-lot
holdings by certificated odd-lot holders, cheques
or share certificates posted Monday, 11 November
Notes:
1. The above dates and times are subject to change. Any changes will be
published on SENS and in the press.
2. The effective date of the name change on the JSE list will be Monday,
4 November 2002. NMC share certificates reflecting the old name may not
be dematerialised or re-materialised after Friday, 1 November 2002 but
must still be surrendered in exchange for share certificates reflecting
the new name of the company.
3. Dematerialised shareholders are advised to notify their duly
appointed CSDP or broker of their election in terms of the odd-lot offer
in the manner and time stipulated in the agreement governing the
relationship between such shareholders and their CSDP or broker.
5. GENERAL MEETING AND CIRCULAR TO SHAREHOLDERS
5.1 A general meeting of ordinary shareholders of NMC will be held at
10:00 on Wednesday, 23 October 2002, for purposes of approving the
acquisition, the disposals, the odd-lot offer and the name change
(collectively, "the proposals").
5.2 A circular to ordinary shareholders of NMC containing full
details of the proposals and including forms of election and surrender
in respect of the odd-lot offer, a form of surrender in respect of the
name change, and notice of the general meeting contemplated in paragraph
5.1 above, will be posted to NMC shareholders today.
Johannesburg
1 October 2002
Investment bank
PSG Investment Bank
Sponsor
River Sponsors (Pty) Ltd
(Registration number 2000/025913/07)
Reporting accountants
Charles Orbach & Company
Chartered Accountants (SA) Registered Accountants & Auditors
Attorneys
Tabacks
Date: 01/10/2002 07:15:00 AM Produced by the JSE SENS Department
