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Aflease - SXR Acquisition of Aflease Approved By South African Reserve Bank
Aflease Gold and Uranium Resources Limited
(Formerly The Afrikander Lease Limited)
(Incorporated in the Republic of South Africa)
AFL (JSE) AFLUY (NASDAQ)
(Registration number 1921/006955/06)
ISIN: ZAE000061461
Share Code : AFL
(`Aflease`)
SXR Acquisition of Aflease Approved By South African Reserve Bank
Southern Cross Resources Inc. (`SXR`) and Aflease Gold and Uranium Resources
Limited (`Aflease`) are pleased to announce that SXR has been successful in
obtaining South African Reserve Bank (`SARB`) approval for both the secondary
listing of its shares on the JSE Limited (`JSE`) and the subsequent acquisition
of all the issued capital of Aflease.
The SARB approval specifically provides for the following:
1) The approval of the secondary listing of SXR on the JSE;
2) The approval of the acquisition of the entire issued share capital of
Aflease with SXR shares as consideration;
3) Confirmation that the SARB is not averse to SXR being regarded as an
African Company as defined in Section H.(C)(vii) of the Exchange Control
Rulings, with SARB requiring a further application in this respect once SXR is
listed on the JSE;
4) SXR`s South African shareholders will be treated according to the
provisions of section H.(A) of the Exchange Control Rulings following the
secondary listing of SXR on the JSE. In terms of these provisions, South African
institutional investors may invest in SXR securities quoted on the JSE using
their permissible foreign portfolio investment allowances and South African
private individuals may invest in SXR securities without restriction.
Aflease has obtained in-principle approval from the South African Securities
Regulation Panel (`SRP`) for the acquisition by SXR of the entire issued share
capital of Aflease. The secondary listing of SXR is subject to the approval of
the JSE and a pre-listing statement has been submitted to that end and approval
is expected shortly.
Said Aflease CEO Neal Froneman:
`In obtaining Reserve Bank approval, Aflease has moved a major step forward
towards being acquired by SXR, and I wish to thank the SARB for its constructive
and helpful approach.`
`We will continue to work closely with the SARB, the JSE and the SRP, while
being mindful that the shareholders of Aflease and SXR must also vote on the
transaction.`
`One important consequence of the SARB`s support for the secondary listing of
SXR will be continuity for Aflease shareholders, with a stake in the enlarged
SXR group. Going forward, SXR will be well placed to build and finance our
flagship Dominion Reefs uranium mine.`
`This will mean more investment in South Africa, more jobs for South African
miners and more export earnings for South Africa.`
`Furthermore, exploration inside South Africa is continuing, so that we can over
time expand on our potential for uranium production.`
Said SXR Chairman and CEO Mark Wheatley:
`I would like to thank SARB in supporting our move to create a global uranium
group.`
`As well as its South African operations, the enlarged SXR will have significant
assets in the two other important regions for uranium exploration and mining -
Canada and Australia.`
`The enlarged group will be better able to raise finance on the TSX and
elsewhere for its projects, and will be well placed as one of the few uranium
companies able to bring new uranium to the market in 2007.`
As previously announced on 15 September 2005, and subject to the receipt of all
required regulatory and shareholder approvals, the acquisition will be completed
by the end of November 2005. A further announcement on the exact timing of all
salient dates for the transaction will be announced once shareholder
documentation has been completed. Notification of the financial effects of the
transaction will also be given.
The ordinary shares of Aflease and the common shares of SXR have not been and
will not be registered under the U.S. Securities Act of 1933, as amended. This
press release does not constitute an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration or an exemption from registration. Any public offering of
securities to be made in the United States will only be made by means of a
prospectus that may be obtained from Aflease and/or SXR and that will contain
detailed information about these companies and management, as well as financial
statements
Contacts:
Aflease: Neal Froneman +27 (0)83 628 0226
Carol Smith: +27 (0)82 338 2228
John Fraser +27 (0)82 331 7330
SXR: Mark Wheatley +09 141 6350 3657
Don Falconer
Johannesburg
27 September 2005
South African Investment Bank, Corporate Advisor and Sponsor
Nedbank Capital
Independent Reporting Accountants
PWC Inc.
South African Legal Counse
Deneys Reitz
Financial Advisor
BMO Nesbitt Burns
International Legal Counsel
Davis & Company
Legal Counsel to the Financial Advisor
Fasken Martineau DuMoulin
Specialised United States Legal Counsel
Latham and Watkins
Date: 27/09/2005 03:00:41 PM
Produced by the JSE SENS Department
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