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FREE STATE DEVELOPMENT AND INVESTMENT CORPORATION LIMITED AND RANDGOLD &
EXPLORATION COMPANY LIMITED - SCHEME OF ARRANGEMENT UNCONDITIONAL AND REVISED
SALIENT DATES
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")
SCHEME OF ARRANGEMENT UNCONDITIONAL AND REVISED SALIENT DATES
1. SCHEME OF ARRANGEMENT UNCONDITIONAL
NewFound Capital and River Sponsors are authorised to announce that the
scheme of arrangement proposed by Randgold & Exploration between FSD and
shareholders of FSD, other than JCI Limited ("the scheme"), was
unconditionally approved by the Competition Commission on Friday,
28 November 2003. Accordingly, the scheme has become unconditional and
will be implemented in accordance with the salient dates set out below.
2. REVISED SALIENT DATES
In terms of the scheme, scheme participants will receive 12,5 Randgold &
Exploration shares for every 100 FSD shares held ("the scheme
consideration") as follows:
2003
Last day to trade for FSD shareholders to be
eligible to receive the scheme consideration Thursday, 11 December
Suspension of listing of FSD shares on the
JSE Securities Exchange South Africa ("JSE")
and the London Stock Exchange ("LSE") at the
commencement of trading Friday, 12 December
Listing of Randgold & Exploration consideration
shares at the commencement of trading Friday, 12 December
Record date to determine participation in the
scheme consideration by the close of business Friday, 19 December
Operative date of the scheme at the commencement
of trading Monday, 22 December
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, not later
than five business days of receipt thereof by the
transfer secretaries in South Africa or the
United Kingdom registrars) Monday, 22 December
Dematerialised scheme participants have their
safe custody accounts held at their CSDP or
broker updated with the scheme consideration Monday, 22 December
Termination of listing of FSD shares on the JSE
and the LSE at the commencement of trading Tuesday, 23 December
Note:
Share certificates may not be dematerialised or rematerialised after
Thursday, 11 December 2003.
Johannesburg
1 December 2003
Corporate adviser to FSD
NEWFOUND
Corporate law adviser to FSD
TABACKS
Sponsor to FSD
RIVER GROUP
Sponsor to Randgold & Exploration
HSBC
Date: 01/12/2003 04:00:05 PM Produced by the JSE SENS Department
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