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SALIENT DATES OF THE AND DECLARATION OF ARMGOLD
DIVIDEND
African Rainbow Minerals Gold Limited(Incorporated in the Republic of South
Africa)(Registration number: 1997/015869/06)(Share code: AOD ISIN: ZAE000039244)
("ARMgold" or "the company")
SALIENT DATES OF THE PROPOSED SCHEME OF ARRANGEMENT AND DECLARATION OF ARMGOLD
DIVIDEND
1. Introduction
Shareholders are referred to the announcement dated 5 May 2003, in which
shareholders were advised that Harmony Gold Mining Company Limited ("Harmony")
and ARMgold had reached agreement on their proposed merger. In terms of the
agreement Harmony has proposed a scheme of arrangement in terms of section 311
of the Companies Act No 61, 1973 as amended ("Companies Act") between ARMgold
and its shareholders, to acquire all of the shares held by such shareholders
("ARMgold shareholders"), subject to certain conditions precedent being
fulfilled ("the scheme"). If the scheme is not implemented, a substitute offer
will be made to ARMgold shareholders at the same purchase consideration as that
of the scheme ("the substitute offer") and which will also be subject to certain
conditions precedent.
In terms of the scheme ARMgold shareholders will receive 2 (two) ordinary shares
in Harmony for every 3 (three) ARMgold shares held by them on the consideration
record date, which is expected to be 17:00 on Friday 19 September 2003 ("the
consideration record date").
If the scheme becomes operative ARMgold will become a wholly-owned subsidiary of
Harmony and ARMgold"s listing on the JSE Securities Exchange South Africa
("JSE") will be terminated.
2. Scheme meeting
The High Court of South Africa (Witwatersrand Local Division) has granted leave
to convene the scheme meeting of ARMgold shareholders, to be held at 10:00 on
Monday 1 September 2003 at the Sandton Sun and Towers Intercontinental Hotel in
the Acacia and Magnolia Rooms on the 6th Floor, corner of 5th and Alice Streets,
Sandton.
3. ARMgold dividend
Subject to the scheme becoming operative the company will pay a dividend to
shareholders. Full details of the dividend will be published on or about Tuesday
2 September 2003.
4. Salient dates and times
The table below sets out the salient dates of the scheme and the ARMgold
dividend:
2003
Last day to trade in ARMgold shares
to be able to vote Friday 22 August
at the scheme meeting on
Voting record date, being the date on
which
Shareholders must be recorded in the Friday 29 August
register of
ARMgold to vote at the scheme
meeting, at 17:00 on
Last day for receipt of proxies for
the scheme meeting Friday 29 August
by 10:00 on (note 2)
Scheme meeting to be held at 10:00 on Monday 1 September
Results of scheme meeting announced Monday 1 September
on SENS on
Results of scheme meeting announced Tuesday 2 September
in the press on
Court hearing to sanction the scheme Tuesday 9 September
on
Results of the scheme expected to be Tuesday 9 September
published on SENS on
Results of the scheme expected to be
published in the Wednesday 10 September
press on
Last day to trade for shareholders
wishing to receive
the scheme consideration and the Friday 12 September
ARMgold dividend
on (note 3)
Suspension of listing of ARMgold
shares at Monday 15 September
commencement of trading on
Consideration record date, being the
date on which
shareholders must be recorded in the
register of Friday 19 September
ARMgold, by 17:00 to receive the
scheme
consideration and ARMgold dividend on
Operative date of the scheme at
commencement of Monday 22 September
trading on
Dematerialised scheme participants
have their
safe custody accounts held at their
CSDP or broker Monday 22 September
updated with the scheme consideration
and ARMgold
dividend on
Scheme consideration posted to
certificated scheme
participants (if documents of title Monday 22 September
are received on or
prior to the consideration record
date) on
Cheques in respect of the ARMgold
dividend posted to
certificated scheme participants (if
documents of title Monday 22 September
are received on or prior to the
consideration record
date) on
Termination of listing of the ARMgold
shares on the Tuesday 23 September
JSE at the commencement of trading on
Notes:
1. These dates and times are subject to change. Any such change will be
published on SENS and in the press. All dates and times are South African dates
and times.
2. If a form of proxy for the scheme meeting is not received by the time and
date shown above, it may be handed to the chairperson of the scheme meeting by
no later than 10 minutes before the scheme meeting is due to commence.
3. No dematerialisation or rematerialisation of ARMgold share certificates
will take place after Friday 12 September 2003.
5. Documentation
Documents which have been approved by the JSE and the Securities Regulation
Panel providing full information on the scheme and substitute offer and
incorporating a notice of scheme meeting, will be posted to ARMgold shareholders
by Monday 11 August 2003.
Sandton
8 August 2003
Merchant bank and joint sponsor
Rand Merchant Bank
Attorneys to ARMgold
Bowman Gilfillan Inc.
Sponsor to ARMgold
Nedbank Corporate
Date: 08/08/2003 08:00:09 AM Supplied by www.sharenet.co.za
Produced by the JSE SENS Department
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