| Thu 15 Dec 2005, 13:05 | | Aflease advises shareholders on the launch of sxr |
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Aflease advises shareholders on the launch of sxr Uranium One
Aflease Gold and Uranium Resources Limited
(Formerly The Afrikander Lease Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1921/006955/06)
Share code: AFL ISIN: ZAE000061461
("Aflease" or "the Company"))
Aflease advises shareholders on the launch of sxr Uranium One
15th December 2005
Johannesburg and Toronto:
Aflease Gold and Uranium Resources Limited ("Aflease") wishes to inform its
shareholders that Southern Cross Resources Inc.("Southern Cross") has changed
its name to sxr Uranium One Inc. ("sxr Uranium One") and consolidated its issued
and outstanding common shares on the basis of one post-consolidation common
share for each five pre-consolidation shares.
Aflease and sxr Uranium One also wish to advise shareholders that it is expected
that sxr Uranium One will have a primary listing on the Toronto Stock Exchange
("TSX") and a secondary listing on the JSE Limited ("JSE") from the commencement
of business on Monday 19th December 2005.
Trading in Aflease"s ordinary shares on the JSE will be suspended from the
commencement of trade on Monday 19th December 2005.
In line with the acquisition of Aflease by Southern Cross, existing Aflease
shareholders will receive 0.18 of an sxr Uranium One common share for each
Aflease ordinary share held. For example, an Aflease shareholder currently
holding 1,000 Aflease ordinary shares will receive 180 sxr Uranium One common
shares.
The market will determine the level at which sxr Uranium One shares will trade.
However, when the transaction was first announced, it was declared by both
parties that the transaction was being done at market, with Aflease shareholders
expected to retain the value of their investment following the exchange of their
Aflease ordinary shares for sxr Uranium One common shares.
Those Aflease shareholders whose shares are traded on the JSE, and which are
held electronically (having been dematerialized), do not need to take any
further action, as such shares will automatically be replaced by sxr Uranium One
shares.
Aflease shareholders who hold share certificates are advised to complete the
green "Form of Surrender and Transfer" which can be found in the circular which
was posted to Aflease shareholders on 28 October 2005. Once completed, this
form should be sent to Computershare in South Africa, whose address can be found
on the Form of Surrender and Transfer. This form can also be found on the
Aflease website: www.aflease.com. If there are any questions or concerns,
please contact your broker, or any of the representatives named at the end of
this notice.
sxr Uranium One common shares listed on the JSE and TSX should be of equal
value and will be transferable between the JSE and TSX.
All sxr Uranium One shares issued to current Aflease shareholders will
automatically be listed on the JSE and not on the TSX.
If a shareholder wishes to transfer his/her sxr Uranium One common shares from
the JSE to the TSX, he/she should contact his/her broker with instructions to
transfer the sxr Uranium One common shares to the TSX. (However it should be
noted that SA resident shareholders are not entitled to do so in terms of
current Exchange Control Regulations.)
The broker will then contact the Central Securities Depository Participant (the
"CSDP") to execute the transfer. In connection with this transfer, shareholders
or their custodians or sub-custodians will have to complete a J-C Removal Form
(available from Computershare SA) and a Stock Transfer Form and then lodge these
forms with share certificate/s (if any) with Computershare SA. New share
certificates will be issued by Computershare Canada, and share certificates will
be dematerialised or mailed, according to the instructions received.
Should a shareholder or a broker have any concerns or questions regarding this
process, they are requested to contact Computershare in South Africa or Canada,
whose contact details are listed below. If you are still not certain of how to
proceed, or do not receive the help you need, then please contact John Fraser in
Johannesburg or Don Falconer in Toronto (whose contact details are given at the
end of this notice).
United States
Many Aflease investors hold Aflease ordinary shares in the form of American
Depositary Receipts ("ADRs"), and these ADRs will be replaced with sxr Uranium
One common shares. Each ADR represents 10 Aflease ordinary shares. Therefore,
a holder of 100 ADRs owns 1,000 Aflease ordinary shares and will receive 180 sxr
Uranium One common shares.
All ADR holders are being contacted by the Bank of New York with information on
the transaction, including a Letter of Transmittal form, which should be
returned along with Aflease share certificates to the Bank of New York. This
will then allow the conversion of ADRs into sxr Uranium One common shares,
listed on the TSX. The contact at the Bank of New York is Agness Moskovits on +
1 212 815 8223.
The surrender of the ADRs can also be arranged through a broker.
Questions and Answers:
Question: Please review the steps I need to take to replace my Aflease ordinary
shares with sxr Uranium One common shares.
Answer: If you are an existing Aflease shareholder with Aflease ordinary shares
listed on the JSE you need do nothing if the shares are dematerialised, as the
conversion will take place automatically. However, if you hold certificates for
your shares, you will need to fill out the green "Form of Surrender and
Transfer" and mail this form, together with your original Aflease share
certificate, to Computershare SA at the address on the form.
If you also want to transfer these sxr Uranium One common shares to the TSX, and
are allowed to do so under South African exchange control regulations, then you
need to also fill out a Removal Form called "J-C Removal Form" and send the form
to Computershare SA, or arrange the transfer through your broker.
If you hold Aflease ordinary shares in the form of ADRs, you will have been sent
a "Letter of Transmittal" by the Bank of New York. You will need to complete
and return this Letter of Transmittal along with your share certificates to the
Bank of New York. The Bank will then arrange for the conversion of your shares
into sxr Uranium One shares, listed on the TSX. If you prefer, you may also
execute this process though your broker.
Question: I am an Aflease shareholder with 1,000 ordinary shares listed on the
JSE. How many sxr Uranium One common shares will I receive?
Answer: You will receive 180 common shares in sxr Uranium One listed on the
JSE.
Question: How much will my sxr Uranium One shares be worth?
Answer: The market will determine the level at which sxr Uranium One shares
will trade. However, when the transaction was first announced, it was declared
by both parties that the transaction was being done at market, with Aflease
shareholders expected to retain the value of their investment following the
exchange of their Aflease shares for sxr Uranium One shares.
Question: I am an ADR holder owning 1,000 ADRs. How many sxr Uranium One
common shares will I receive?
Answer: You will receive 1,800 sxr Uranium One common shares listed on the TSX
for your 1,000 ADRs, as each ADR is equivalent to 10 Aflease ordinary shares.
Question: If I own ADRs, what forms do I need to transfer these shares?
Answer: To convert your ADRs to sxr Uranium One common shares, you should fill
in the Letter of Transmittal form which has been mailed to you. If you
encounter any problems, please seek advice from the Bank of New York"s Agness
Moskovits on + 1 212 815 8223, or contact Don Falconer in Toronto on + 1 416 350
3657.
Question: When will the sxr Uranium One common shares start trading on the TSX
and JSE?
Answer: It is expected that these shares will trade on the TSX (primary
listing) and on the JSE (secondary listing) from the start of business on 19th
December 2005.
Contacts:
South Africa:
+27 11 482 3605 Aflease offices
Contact: John Fraser +27 82 331 7330
Computershare +27 11 370 7826
Contact: Jennifer Hendricks
Computershare SA can also be contacted by e-mail regarding the transfer of
shares from the JSE to the TSX on: removals@computershare.co.za
Nedbank: + 27 11 295 8532
Contact: Paul Miller or Kerry Sher
North America:
+ 1 416 350 3657 SXR Offices
Contact: Don Falconer on + 1 416 350 3657 or + 1 416 671 3341 (mobile)
Computershare: + 1 800 564 6253 or + 1514 982 7555
Contact: This is a call centre, so there is no designated individual.
Bank of New York: Agness Moskovits + 1 212 815 8223.
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 and market fluctuations), 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, and statements regarding the future
value of sxr Uranium One shares, 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
Date: 15/12/2005 01:06:11 PM Produced by the JSE SENS Department
