| Tue 6 Dec 2005, 16:20 | | Assmang/ Assore/ ARM - Salient Dates Announcement |
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Assmang/ Assore/ ARM - Salient Dates Announcement In Respect Of The Proposed
Scheme Of Arrangement
ASSMANG LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1935/007343/06)
Share code: ASG
ISIN: ZAE000030789
("Assmang")
ASSORE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1950/037394/06)Share code: ASR
ISIN: ZAE000017117
("Assore")
AFRICAN RAINBOW MINERALS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1933/004580/06)
JSE Share code: ARI
LSE Share code: AGM
ISIN: ZAE000054045
("ARM")
SALIENT DATES ANNOUNCEMENT IN RESPECT OF THE PROPOSED SCHEME OF ARRANGEMENT
1. INTRODUCTION
Assmang shareholders are referred to the announcement released on Wednesday, 9
November 2005, in which it was announced that Assore had submitted to the board
of directors of Assmang a notice of its firm intention to acquire all the shares
in the issued ordinary share capital of Assmang, other than those already held
by Assore and ARM ("the offer"). The consideration payable in terms of the offer
will be R2 600 in cash for each Assmang share ("the scheme consideration").
The offer will be implemented by way of a scheme of arrangement in terms of
section 311 of the Companies Act No. 61 of 1973, as amended ("the scheme"), to
be proposed between Assmang and all of its shareholders, other than Assore and
ARM ("scheme members").
This announcement provides Assmang shareholders with details of the meeting of
scheme members to be held to consider the scheme ("the scheme meeting"), sets
out the expected salient dates and times relating to the scheme and provides
information regarding further documentation to be posted to Assmang
shareholders.
2. SCHEME MEETING
Assmang shareholders are advised that in terms of an Order of The High Court of
South Africa (Witwatersrand Local Division), dated Tuesday, 6 December 2005, the
scheme meeting is to be held at the offices of the attorneys to the transaction,
Webber Wentzel Bowens, 10 Fricker Road, Illovo Boulevard, Johannesburg, at 12:00
on Monday, 30 January 2006 to consider and, if deemed fit, approve the scheme.
3. SALIENT DATES AND TIMES
The salient dates and times in relation to the scheme are set out below:
2006
Last day to trade in Assmang shares on the JSE Limited
("JSE") in order to be recorded on the register of
members to vote at the scheme meeting on Wednesday, 18 January
Record date to vote at the scheme meeting on Wednesday, 25 January
Last day for receipt of forms of proxy for the scheme
meeting by 12:00 on Thursday, 26 January
Scheme meeting to be held at the offices of the
attorneys, Webber Wentzel Bowens, 10 Fricker Road,
Illovo Boulevard, Johannesburg at 12:00 on Monday, 30 January
Announcement of results of the scheme meeting on SENS on Monday, 30 January
Announcement of results of the scheme meeting in the
press on Tuesday, 31 January
Court hearing to sanction the scheme at 10:00 on Tuesday, 7 February
Announcement on SENS regarding the sanctioning of the
scheme on Tuesday, 7 February
Announcement in the press regarding the sanctioning of
the scheme on Wednesday, 8 February
If the scheme is sanctioned and implemented:
Last day to trade in Assmang shares on the JSE in
order for Assmang shareholders to be eligible to
receive the scheme consideration at 12:00 on Friday, 17 February
Listing of the Assmang shares suspended at the
commencement of trading on the JSE on Monday, 20 February
Record date for the scheme, being the date on
which Assmang shareholders must be recorded on
the register of members of Assmang in order to
become entitled to receive the scheme consideration
("scheme participants"), at the close of business on Friday, 24 February
Operative date of the scheme, at the commencement
of trading on the JSE on Monday, 27 February
The scheme consideration, is expected to be
transferred or posted (as the case may be), to
certificated scheme participants whose documents
of title are received by the transfer secretaries
before 12:00 on Friday, 24 February 2006 on Monday, 27 February
Or
Failing receipt of documents of title before 12:00
on Friday, 24 February 2006, within five business
days of receipt thereof by the transfer secretaries
The scheme consideration is expected to be credited to
the dematerialised scheme participants" accounts held
at their CSDP or broker and share balances updated from Monday, 27 February
Listing of the Assmang shares terminated at the
commencement of trading on the JSE on Tuesday, 28 February
Notes:
1. The abovementioned times and dates are South African times and dates and are
subject to change. Any such change will be released on SENS and published in the
press.
2. Assmang shareholders are advised that, as trading in shares on the JSE is
settled within the STRATE environment five business days following the trade,
shareholders acquiring dematerialised shares after Wednesday, 18 January 2006
will not be eligible to vote at the scheme meeting.
3. 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
not later than ten minutes before the scheme meeting is due to commence.
4. If the scheme meeting is adjourned or postponed, forms of proxy must be
received by no later than 48 hours prior to the time of the adjourned or
postponed scheme meeting or not later than ten minutes before the scheme meeting
is due to commence or recommence, if handed to the chairperson of the scheme
meeting, provided that, for the purpose of calculating the latest time by which
forms of proxy must be received, Saturdays, Sundays and South African public
holidays will be excluded.
5. Assmang shareholders may not dematerialise or rematerialise their existing
Assmang shares after Friday, 17 February 2006.
4. FURTHER DOCUMENTATION
A circular providing additional information on the scheme and containing, inter
alia, a notice of scheme meeting, a form of proxy and a form of surrender, will
be posted to Assmang shareholders on Wednesday, 7 December 2005.
Johannesburg
6 December 2005
Investment bank and transaction sponsor
Standard Bank
Sponsor to Assmang
Ernst & Young Sponsors (Pty) Ltd
Attorneys to the transaction
Webber Wentzel Bowens
Auditors and reporting accountants to Assmang
Ernst & Young
Independent professional expert to Assmang
KPMG
Attorneys to ARM
Jowell Glyn & Marais
Date: 06/12/2005 04:20:11 PM Produced by the JSE SENS Department
