| Fri 28 Oct 2005, 17:37 | | Aflease Gold And Uranium Resources Limited - Annou |
|
Aflease Gold And Uranium Resources Limited - Announcement to holders of American
Depository Shares
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")
Aflease Announces Terms Relevant To Holders Of American Depositary Shares
Pursuant To Planned Acquisition By Southern Cross Resources Inc. ("Southern
Cross")
0.18 of a Post-Consolidation Southern Cross Common Share to be Deposited by way
of Exchange for each Deposited Share of Aflease, pursuant to American Depositary
Share Program
Johannesburg, South Africa. (For immediate release: 28th October 2005) - On
September 15, 2005, Aflease released an announcement on SENS advising its
shareholders that the Aflease and Southern Cross boards had signed a definitive
acquisition agreement (the "Agreement") setting out the terms of the acquisition
by Southern Cross of the entire issued share capital of Aflease (the
"Transaction").
Aflease now announces the following arrangements relevant to holders of its
ordinary shares in the form of American Depositary Shares ("ADS").
1. ADS Holders Encouraged to Vote on the Transaction
As described in an announcement released on SENS on October 11, 2005, a meeting
of Aflease ordinary shareholders is scheduled to be held at 10:00 a.m. on
Thursday, November 24, 2005, at which time ordinary shareholders will consider
and vote on the terms of the Transaction. ADS holders are referred to the
October 11, 2005 announcement for details concerning record dates and proxy
provisions.
Aflease encourages ADS holders to submit their proxies or to attend the meeting,
and to vote on the Transaction.
The closing of the Transaction is subject to certain terms and conditions
customary for transactions of this type, including approval of the Transaction
by the High Court of South Africa, Transvaal Provincial Division (the "High
Court"), under Section 311 of the Companies Act, 1973 (South Africa) and
approval by shareholders at the above-mentioned shareholder meeting. Upon
approval of Aflease shareholders, Aflease will seek final approval from the High
Court. Southern Cross will also convene a special meeting of common
shareholders to consider and vote on the terms of the Transaction (the "Southern
Cross Meeting").
2. Southern Cross Common Share Consolidation
In connection with the Transaction, Southern Cross proposes to implement a 5 for
1 consolidation of its common shares, and such consolidation will be considered
and voted upon at the Southern Cross Meeting. If the Transaction is approved at
the Southern Cross Meeting, 5 pre-consolidation shares will, at the time of
consolidation, be consolidated into 1 post-consolidation share (referred to
herein as the "Post-Consolidation Southern Cross Common Shares").
3. Share Ratios; Deposit and Exchange
The Agreement generally provides that Southern Cross will issue to the holders
of all Aflease ordinary shares 0.18 of a Post-Consolidation Southern Cross
Common Share for each Aflease ordinary share.
Under the Deposit Agreement establishing the ADS, each ADS currently represents
ten deposited ordinary shares of Aflease. Accordingly, upon consummation of the
exchange, one ADS will represent 1.8 deposited Post-Consolidation Southern Cross
Common Shares. For example, after the exchange has taken place, 10 ADS would
represent 18 deposited Post-Consolidation Southern Cross Common Shares, and 100
American ADS would represent 180 deposited Post-Consolidation Southern Cross
Common Shares.
Southern Cross will deposit with the Bank of New York, as Depositary under the
Deposit Agreement, the relevant number of Post-Consolidation Southern Cross
Common Shares to which each holder of ADS is entitled. The Depositary will call
for the surrender of outstanding ADS by the ADS holders, and in return will
deliver Post-Consolidation Southern Cross Common Shares.
Forward-looking statements
This announcement contains certain forward-looking statements. These forward-
looking statements are subject to a variety of risks and uncertainties which are
beyond Aflease"s ability to control or predict (including among others
regulatory and shareholder approval), which could cause actual events or results
to differ materially from those anticipated in such forward-looking statements.
In this announcement, predictions about the Transaction being approved and
finalised are forward-looking statements. Readers should not place undue
reliance on forward-looking statements.
Notice to Investors
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities. The securities offered by way of
exchange pursuant to the Transaction have not been and will not be registered
under the U.S. Securities Act of 1933, and may not be offered or sold in the
United States absent registration or an applicable exemption from registration
requirements
Contacts : Neal Froneman +27 83 628 0226
Carol Smith +27 82 338 2228
John Fraser +27 82 331 7330
Don Falconer +1 416 350 3657
Johannesburg
28 October 2005
Sponsor
Nedbank Capital
Date: 28/10/2005 05:37:22 PM Produced by the JSE SENS Department
