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ASG ASR ARI
ASG ASR ARIM
Assmang/ Assore/ ARM - Results Of Scheme Meeting
Assmang Limited
(Incorporated in the Republic of South Africa)
(Registration number 1935/007343/06)
JSE share code: ASG
ISIN: ZAE000030789
("Assmang")
Assore Limited
(Incorporated in the Republic of South Africa)
(Registration number 1950/037394/06)
JSE 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 and LSE share code: AGM
ISIN: ZAE000054045
("ARM")
RESULTS OF SCHEME MEETING
1. INTRODUCTION
Assmang shareholders are referred to the announcements released on
9 November 2005 and 6 December 2005 and the circular posted to Assmang
shareholders dated 7 December 2005, relating to the scheme of arrangement in
terms of section 311 of the Companies Act No. 61 of 1973, as amended, proposed
by Assore between Assmang and all of its shareholders other than Assore and
ARM ("the scheme members"), in terms of which Assore will acquire all the
shares in the issued ordinary share capital of Assmang, other than those
already held by Assore and ARM.
2. SCHEME MEETING
At the meeting of the scheme members held today, the scheme was agreed to by
the requisite majority of votes of the scheme members.
3. OUTSTANDING CONDITIONS PRECEDENT TO THE SCHEME AND UPDATE ON THE SALIENT
DATES
In relation to the outstanding conditions precedent, Assmang shareholders"
attention is drawn to the following:
- the application for the sanctioning of the scheme is expected to be made to
The High Court of South Africa (Witwatersrand Local Division) ("Court") at
10:00 on Tuesday, 7 February 2006, or as soon thereafter as Counsel may be
heard; and
- the final remaining condition precedent, being the registration of a
certified copy of the Order of the Court sanctioning the scheme by the
Registrar of Companies, is expected to take place on or about Wednesday,
8 February 2006.
As a result, no changes to the salient dates as announced on Tuesday,
6 December 2005 are anticipated.
4. CHAIRMAN"S REPORT
Copies of the Chairman"s report on the scheme meeting will be available on
request, free of charge, between Tuesday, 31 January 2006 and Monday,
6 February 2006 during normal business hours at the registered office of
Assmang, being 24 Impala Road, Chislehurston, Sandton and at the offices of
Cliffe Dekker Incorporated, being 4th Floor, 1 Protea Place, Sandown, Sandton.
5. FURTHER ANNOUNCEMENT
A further announcement regarding the outcome of the application to the Court
and any update to the salient dates and times relating to the implementation
of the scheme will be published as and when appropriate.
Illovo
Johannesburg
30 January 2006
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: 30/01/2006 05:42:56 PM Produced by the JSE SENS Department
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