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AVGOLD LIMITED/HARMONY GOLD MINING COMPANY LIMITED SALIENT DATES REGARDING THE
SCHEME OF ARRANGEMENT PROPOSED BY HARMONY BETWEEN AVGOLD AND ITS SHAREHOLDERS
AVGOLD LIMITED
(Registration number 1990/007025/06)
(Incorporated in the Republic of South Africa)
JSE share code: AVG ISIN: ZAE000012175
("Avgold")
HARMONY GOLD MINING COMPANY LIMITED
(Registration number 1950/038232/06)
(Incorporated in the Republic of South Africa)
JSE share code: HAR ISIN: ZAE000015228
("Harmony")
SALIENT DATES REGARDING THE SCHEME OF ARRANGEMENT PROPOSED BY HARMONY BETWEEN
AVGOLD AND ITS SHAREHOLDERS
1. Introduction
Shareholders of Avgold and Harmony (collectively "shareholders") are referred to
the announcement dated 26 March 2004 in which shareholders were advised that
Harmony wishes to acquire 100% of the issued share capital of Avgold and has
therefore proposed a scheme of arrangement ("the scheme") in terms of section
311 of the Companies Act 61 of 1973, as amended, (the "Act"), between Avgold and
its shareholders, other than Harmony (the "Avgold minority shareholders"), to
acquire all the Avgold shares other than those held by Harmony or to be acquired
by Harmony from Avmin.
This announcement sets out the expected salient dates and times in relation to
the scheme.
2. Meeting
A meeting of Avgold minority shareholders recorded in the register of Avgold on
Friday, 30 April 2004 (the "scheme members"), will be held at 56 Main Street
Johannesburg, 2001, at 10h00 on Monday, 3 May 2004, to consider and vote on the
scheme (the "scheme meeting").
3. Salient dates and times
2004
Last day to trade in Avgold shares to be
able to vote at the scheme meeting on Thursday 22
(note 2) April
Voting record date, being the date on
which Avgold minority shareholders must Friday 30
be recorded in the register of Avgold to April
vote at the scheme meeting at 17:00 on
Last day for receipt of proxies for the
scheme meeting by Friday 30
10:00 on (note 3) April
Scheme meeting to be held at 10:00 on Monday 3 May
Results of scheme meeting announced on Monday 3 May
SENS on
Results of scheme meeting announced in Tuesday 4 May
the press on
Court hearing to sanction the scheme on Tuesday 11 May
Results of the scheme published on SENS Tuesday 11 May
on
Results of the scheme published in the Wednesday 12
press on May
Last day to trade for Avgold minority
shareholders wishing to receive the Friday 14 May
scheme consideration (note 4)
Suspension of listing of Avgold shares
at commencement of trading on Monday 17 May
Scheme consideration is listed on the
JSE at commencement of trading on Monday 17 May
Consideration record date, being the
date on which Avgold minority Friday 21 May
shareholders must be recorded in the
share register of Avgold to receive the
scheme consideration on
Operative date of the scheme at
commencement of trading on Monday 24 May
Scheme consideration posted to
certificated scheme participants (if
documents of title are received on or Monday 24 May
prior to the consideration record date)
on (note 5)
Dematerialised scheme participants have
their safe custody accounts held at Monday 24 May
their CSDP or broker updated with the
scheme consideration on
Termination of listing of Avgold shares Tuesday 25 May
on the JSE at commencement of trading on
Notes:
These dates and times are subject to change. Any such change will be published
on SENS and in the press.
Shareholders should note that as transactions in Avgold shares are settled in
the electronic settlement system used by STRATE, settlement for trade takes
place five business days after such trade. Therefore shareholders who acquire
Avgold shares after Thursday 22 April 2004 will not be eligible to vote at the
scheme meeting.
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.
No dematerialisation or rematerialisation of Avgold share certificates will take
place after Friday 14 May 2004.
Failing receipt of documents of title by the transfer secretaries on or before
the consideration record date, share certificates in respect of the scheme
consideration will be posted by the transfer secretaries to certificated scheme
participants within five business days of receipt of the documents of title.
All dates and times referred to in this document are South African dates and
times.
4. Posting of document
A document containing full details of the scheme and including, among other
things, the notice of the scheme meeting, will be posted to shareholders on or
about 8 April 2004.
8 April 2004
Johannesburg
Independent advisor and sponsor to Avgold
Merrill Lynch South Africa (Pty) Limited
Attorneys to Avgold
Deneys Reitz Inc.
Reporting accountants
PricewaterhouseCoopers Inc.
Independent technical advisor
Steffen, Robertson and Kirsten
Financial advisor to Harmony
JP Morgan Chase Bank
Sponsor to Harmony
JP Morgan Equities Limited
Attorneys to Harmony
Cliffe Dekker Inc.
Date: 08/04/2004 10:26:47 AM Produced by the JSE SENS Department
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