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MVELAPHANDA RESOURCES LIMITED - COMPANY ANNOUNCEMENT
MVELAPHANDA RESOURCES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1980/001395/06)
Share code: MVL
ISIN: ZAE000037610
("Mvela Resources" or "the company")
RESULTS OF THE SCHEME MEETING, THE GENERAL MEETING OF LINKED UNIT HOLDERS (IN
THEIR CAPACITY AS HOLDERS OF ORDINARY SHARES) ("GENERAL MEETING") AND THE
MEETING OF LINKED UNIT HOLDERS (IN THEIR CAPACITY AS HOLDERS OF DEBENTURES)
("DEBENTURE HOLDERS" MEETING")
Linked unit holders are advised that:
* the scheme of arrangement ("scheme") proposed by Mvela Resources in terms
of section 311 of the Companies Act, No. 61 of 1973, as amended, between
the company and its linked unit holders in their capacity as holders of
variable rate debentures with a nominal value of R0,01 each was approved by
the requisite majority of linked unit holders at the scheme meeting held on
Friday 24 October 2003; and
* all resolutions proposed at the general meeting and at the debenture
holders" meeting held on Friday 24 October 2003 were passed by the
requisite majority of linked unit holders.
The special resolutions passed at the general meeting ("special resolutions")
have been lodged with the Registrar of Companies ("Registrar") for
registration. Application will be made to the High Court of South Africa
(Witwatersrand Local Division) ("Court"), situated at the High Court Building,
von Brandis Square, corner Pritchard and von Brandis Streets, Johannesburg on
Tuesday 4 November 2003 at 10:00 or so soon thereafter as Counsel may be heard
for an Order of Court to sanction the scheme. If the scheme is sanctioned by
the Court and the Registrar registers the special resolutions, the only
remaining condition precedent for implementation of the scheme will be the
registration of such Order of Court by the Registrar. It is anticipated that
the operative date of the scheme will be Monday 24 November 2003.
On implementation of the scheme, Mvela Resources will consolidate its ordinary
share capital on a one for two basis ("share consolidation"). The net effect
of the scheme and the share consolidation will be that each linked unit holder
will hold one ordinary share for every one linked unit held prior to the
scheme. It is anticipated that the listing of the linked units on the JSE
Securities Exchange South Africa ("JSE") will be suspended at the commencement
of trading on Monday 17 November 2003 and terminated at the commencement of
trading on Monday 24 November 2003 and that the ordinary shares will commence
trading on the JSE on Monday 17 November 2003.
A further announcement regarding the outcome of the application to the Court
will be published on or about Wednesday 5 November 2003.
Johannesburg
24 October 2003
Merchant bank to Mvela Resources:
Rand Merchant Bank Corporate Finance
A Division of FirstRand Bank Limited
Registration number 05/01225/06
Sponsor to Mvela Resources:
PricewaterhouseCoopers Corporate Finance (Pty) Ltd
(Registration number 1970/003711/07)
Attorneys to Mvela Resources:
Werksmans Incorporated
(Registration number 1990/007215/21)
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