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Aflease/Sub Nigel - Acquisition of a majority shareholding in Sub Nigel and
cautionary announcement
Aflease Gold and Uranium Resources Limited
(Formerly The Afrikander Lease Limited)
(Incorporated in the Republic of South Africa)
AFL (JSE) AFKDY (NASDAQ)
(Registration number 1921/006955/06)
ISIN: ZAE000061461 & Share Code : AFL
(`Aflease`)
Sub Nigel Gold Mining Company Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1984/006179/06)
ISIN: ZAE000006391 & Share Code : SBN
(`Sub Nigel`)
Acquisition of a majority shareholding in Sub Nigel and Cautionary Announcement
The Transaction.
The Board of Directors of Sub Nigel (the Board) has been approached by Aflease
stating its desire to acquire a majority shareholding in Sub Nigel (`the
Transaction`). In terms of the Transaction, Aflease will dispose of the entire
issued share capital of its wholly-owned subsidiary, New Kleinfontein Mining
Company Limited (`NKMC`) to Sub Nigel (``the Acquisition`). As consideration for
the Acquisition Sub Nigel will issue fully-paid up shares in the ordinary share
capital of Sub Nigel to Aflease.
Pursuant to the Transaction, the existing Sub Nigel shareholders will hold 20%
of the merged entity, with the remainder, being 80%, held by Aflease.
Rationale
The rationale for the Transaction is to create a new gold vehicle incorporating
Aflease`s East Rand gold assets, including the high quality Modder East project,
which is housed in NKMC, as well as Sub Nigel`s East Rand and Free State gold
assets.
The Board will appoint an independent sub-committee to consider the terms and
conditions of the Transaction and will obtain appropriate external advice as to
whether the Transaction is fair and reasonable to Sub Nigel shareholders.
Conditions
* the Transaction is subject to the following conditions precedent:
* the signature of a mutually satisfactory merger agreement between
Aflease and Sub Nigel;
* the completion by Aflease of a legal due diligence in respect of Sub
Nigel;
* the approval of the Transaction by the Board;
* the approval of the Transaction by the Canadian partners of Aflease *
Southern Cross Resources Inc. This approval will be obtained by
Aflease upon receipt of confirmation of acceptance of the Transaction
by the Sub Nigel Board;
* the approval of the Transaction by the Aflease Board;
* the Securities Regulation Panel (`SRP`) dispensing with the obligation
that Aflease would have to make a mandatory offer to all Sub Nigel * *
* * shareholders in terms of rule 8 of the SRP Code, if the majority
of independent votes that can be cast by Sub Nigel shareholders at a
meeting of Sub Nigel shareholders vote in favour of waiving the
obligations that * * Aflease would have to make a mandatory offer to
all Sub Nigel shareholders;
* the majority of the independent votes that can be cast by Sub Nigel
shareholders at a meeting of Sub Nigel shareholders vote in favour of
waiving the obligation that Aflease would have to make a mandatory
offer to all Sub Nigel shareholders;
* the approval of the Transaction by the majority of shareholders of Sub
Nigel; and
* the requisite regulatory approvals being obtained, including the
approval of the Competition Commission, the SRP, the South African
Reserve Bank and the JSE.
Independent Shareholders
Two of the independent Sub Nigel shareholders, representing approximately 46% of
the issued share capital of Sub Nigel, have so far irrevocably undertaken to
vote in favour of the Transaction.
Timing
The Transaction is expected to be completed after the merger of Southern Cross
Resources Inc with Aflease to create sxr URANIUM ONE (`sxr URANIUM ONE merger`)
as announced on SENS on 5 July 2005, and is not expected to affect the timing of
the sxr URANIUM ONE merger.
Cautionary
Sub Nigel shareholders are accordingly advised to exercise caution when dealing
in their respective shares until a further announcement is made containing the
full details of the transaction and financial effects of the Transaction on Sub
Nigel ordinary shareholders.
This Announcement does not constitute an offer of securities for sale in the
United States. No securities may be offered or sold in the United States absent
registration under the U.S. Securities Act of 1933, as amended, or an exemption
from registration thereunder. Any public offering will only be made by means of
a prospectus that may be obtained from issuer and that will contain detailed
information about the company and management, as well as financial statements.
Johannesburg
23 August 2005
Investment bank and sponsor to Aflease and transactional sponsor
Nedbank Capital
Attorneys
Deneys Reitz Attorneys
Sponsor to Sub Nigel
Sasfin
Date: 23/08/2005 11:08:08 AM
Produced by the JSE SENS Department
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