| Wed 21 Dec 2005, 13:21 | | Sub Nigel - Posting of circular |
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Sub Nigel - Posting of circular, Salient and date of AGM
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" or "the Company")
Announcement regarding posting of the circular, salient dates and times and the
date of the Annual General Meeting
1. Posting of the circular to Sub Nigel ordinary shareholders
Further to the joint announcement by Sub Nigel and Aflease Gold and Uranium
Resources Limited ("Aflease"), released on SENS on 22 November 2005, Sub Nigel
ordinary shareholders are advised that the circular regarding:
* the acquisition by Sub Nigel of all the issued ordinary shares of New
Kleinfontein Mining Company ("New Kleinfontein"), a wholly-owned subsidiary of
Aflease, and all amounts due by New Kleinfontein to Aflease on loan account and,
in consideration therefor, the issue by Sub Nigel of 339 011 680 new Sub Nigel
ordinary shares to Aflease at 96 cents per Sub Nigel ordinary share;
* the conversion of the Sub Nigel stated share capital from Sub Nigel ordinary
shares with no par value to Sub Nigel ordinary shares with a par value of 57
cents each;
* an increase in the authorised ordinary share capital of Sub Nigel from 200 000
000 Sub Nigel ordinary shares of 57 cents each to 475 000 000 Sub Nigel ordinary
shares of 57 cents each;
* the specific authority to place 339 011 680 of the new authorised but unissued
Sub Nigel ordinary shares of 57 cents each under the control of the Sub Nigel
directors, to enable Sub Nigel to comply with its obligations in terms of the
sale and subscription agreement;
* a change of name for Sub Nigel to Aflease Gold Limited ("Aflease"); and
* a proposed waiver of any mandatory offer to be made by Aflease in terms of the
Code and as a result of the change of control in Sub Nigel pursuant to the
acquisition and the issue of the 339 011 680 new Sub Nigel ordinary shares to
Aflease,
was posted on Monday, 19 December 2005.
A general meeting to approve the above, will be held at Room 20, Ground Floor,
Nedbank, 135 Rivonia Road, Sandown, at 10:00 on Tuesday, 10 January 2006.
2. Salient dates and times
2006
Last day to lodge forms of proxy (pink) Monday, 9 January
for the general meeting, by 10:00 on
General meeting at 10:00 on Tuesday, 10 January
Results of general meeting released on Tuesday, 10 January
SENS on
Results of general meeting published in Wednesday, 11 January
the press on
Last day to trade Sub Nigel ordinary
shares under the old name "Sub Nigel Friday, 20 January
Gold Mining Company Limited" and with
the old capital structure consisting of
no par value Sub Nigel ordinary shares
Change of name and conversion to par
value Sub Nigel ordinary shares Monday, 23 January
effective from commencement of trading
on the JSE Limited ("JSE") on
Trade under the new name, "Aflease Gold
Limited", share code "AFO" ISIN ZAE Monday, 23 January
000075867, and with the new capital
structure, consisting of par value Sub
Nigel ordinary shares from commencement
of trading on the JSE on
Record date Friday, 27 January
New share certificates reflecting the
new name and par value of Sub Nigel
ordinary shares posted by registered Monday, 30 January
post to certificated Sub Nigel ordinary
shareholders who have surrendered their
documents of title on or before 12:00
on the record date (see note 2)
Dematerialised Sub Nigel ordinary
shareholders" safe custody accounts Monday, 30 January
updated with the new name and par value
of Sub Nigel ordinary shares by their
CSDP or broker
Notes:
1. The dates and times provided for in this announcement are subject to
amendment. Any such amendment will be published on SENS and in the press.
2. Sub Nigel ordinary shareholders will not be able to dematerialise or
rematerialise their Sub Nigel ordinary shares after Friday, 20 January
2006, and may only dematerialise their new Aflease Gold ordinary shares
from Monday, 23 January 2006.
3. Sub Nigel shareholders who surrender their existing documents of title
after the record date, will have their new share certificates mailed within
five business days of receipt thereof by the transfer secretaries, by
registered post in South Africa, at the risk of the Sub Nigel ordinary
shareholder concerned.
3. Annual General Meeting
Sub Nigel ordinary shareholders are further advised that the Annual General
meeting will be held at Block A, Empire Park, 55 Empire Road, Parktown,
Johannesburg, at 10:00 on Thursday, 5 January 2006.
Johannesburg
21 December 2005
Investment bank and Independent reporting Independent
transaction adviser accountants professional expert and
sponsor
Nedbank Capital Grant Thornton Sasfin
Legal adviser Independent technical Transaction sponsor
adviser
Deneys Reitz SRK Ernst & Young Sponsors
Date: 21/12/2005 01:21:06 PM Produced by the JSE SENS Department
