| Thu 2 Oct 2003, 9:40 | | - Salient Dates Of Scheme Of Arrangement |
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FSD / Randgold & Exploration - Salient Dates Of Scheme Of Arrangement
Free State Development and Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number 1944/016931/06)
(Share code: FRE ISIN: ZAE000002739)
("FSD")
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG ISIN: ZAE000008819
Nasdaq trading symbol: RANGY
("Randgold & Exploration")
SALIENT DATES OF SCHEME OF ARRANGEMENT
1. INTRODUCTION
1.1 Randgold & Exploration will propose a scheme of arrangement in terms of
Section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, ("the
scheme") between FSD and FSD shareholders (other than JCI Limited) holding 55,1%
of FSD"s share capital ("scheme members"), which on implementation will result
in:
- Randgold & Exploration acquiring the FSD shares held by scheme members in
exchange for shares in Randgold & Exploration issued in the ratio of 12,5
Randgold & Exploration shares for every 100 FSD shares held;
- FSD will become a subsidiary of Randgold & Exploration; and
- the listing of FSD on the JSE Securities Exchange South Africa ("the JSE") and
the London Stock Exchange ("LSE") being terminated.
1.2 The scheme is subject to the fulfilment of the conditions precedent that by
no later than 17:00 on Thursday, 13 November 2003, or such later date as may be
agreed upon in writing between FSD and Randgold & Exploration, subject to the
consent of the JSE and the Securities Regulation Panel:
1.2.1 to the extent necessary, the unconditional written approval of the
competition authorities to the scheme shall be obtained;
1.2.2 the scheme shall be approved by a majority representing not less than 75%
of the votes exercisable by the scheme members present and voting, either in
person or by proxy, at the scheme meeting;
1.2.3 the scheme shall be sanctioned by the Court; and
1.2.4 a certificated copy of the Order of the Court sanctioning the scheme shall
be registered by the Registrar in terms of the Companies Act.
1.3 The scheme will proceed in accordance with the timetable set out in
2 below.
2. SALIENT DATES AND TIMES
The salient dates and times relating to the above are as follows:
2003
Last day to trade FSD shares in order to vote at the
scheme meeting (see note 4) Friday, 17 October
Voting record date Friday, 24 October
Last day to lodge form of proxy for the scheme
meeting by 10:00 on (see note 3) Monday, 27 October
Scheme meeting to be held at 10:00 Wednesday, 29 October
Result of the scheme meeting published on SENS Wednesday, 29 October
Result of the scheme meeting published in the
South African press Thursday, 30 October
Court hearing at 10:00 or so soon thereafter as
Counsel may be heard, to sanction the scheme Tuesday, 11 November
If the scheme is sanctioned and implemented
(see note 1)
Result of the Court sanctioning of the scheme
published on SENS Tuesday, 11 November
Result of the Court sanctioning of the scheme
published in the South African press Wednesday, 12 November
Order of Court sanctioning the scheme registered
by the Registrar of Companies Wednesday, 12 November
Last day to trade for shareholders to be eligible
to receive the scheme consideration Friday, 14 November
Suspension of listing of FSD shares on the JSE
and the LSE at the commencement of trading Monday, 17 November
Listing of Randgold & Exploration consideration
shares at the commencement of trading Monday, 17 November
Record date to determine participation in the
scheme consideration by the close of business Friday, 21 November
Operative date of the scheme at the commencement
of trading Monday, 24 November
Scheme consideration posted to certificated
scheme participants (if documents of title are
received on or prior to the record date) on or,
failing receipt of documents of title on or
before the consideration record
date, within five business days of receipt
thereof by the transfer secretaries
or the United Kingdom registrars Monday, 24 November
Dematerialised scheme participants have their safe
custody accounts held at their CSDP or broker
updated with the scheme consideration Monday, 24 November
Termination of listing of FSD shares on the JSE
and the LSE at the commencement of trading Tuesday, 25 November
Notes:
(1) All dates and times relating to the implementation of the scheme are subject
to the conditions precedent, set out in 1.2 above, being fulfilled by Thursday,
13 November 2003. Should there be a delay in the fulfilment thereof, the dates
and times subsequent to Thursday, 13 November 2003, applicable to the
implementation of the scheme will change. Any such change will be published in
the South African press and on SENS. All times referred to are South African
times.
(2) 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 by not later than
10 (ten) minutes before the commencement of the scheme meeting.
(3) Share certificates may not be dematerialised or rematerialised between
Friday, 14 November, 2003 and Friday, 21 November 2003 and, if the scheme fails,
between Friday, 28 November 2003 and Monday, 1 December 2003.
(4) As FSD is settling in the STRATE environment, settlement of trades of FSD
shares takes place five business days after the trade. Therefore, FSD
shareholders who acquire FSD shares within four business days before the record
date to vote at the scheme meeting on Friday, 24 October 2003, will not be
eligible to vote at the scheme meeting.
3. DOCUMENTATION
A copy of the scheme documentation will be posted to FSD shareholders today.
Johannesburg
2 October 2003
Corporate adviser to FSD
NEWFOUND
Corporate law adviser to FSD
TABACKS
Sponsor to FSD
RIVER GROUP
Sponsor to Randgold & Exploration
HSBC
Date: 02/10/2003 08:00:08 AM Produced by the JSE SENS Department
