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ASG ASR ARI
ASG ASR ARIM
Assmang / Assore / ARM - Scheme Of Arrangement Between Assmang And Its
Shareholders
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")
SCHEME OF ARRANGEMENT BETWEEN ASSMANG AND ITS SHAREHOLDERS
Assmang shareholders are referred to the previous announcements relating to
the scheme of arrangement in terms of section 311 of the Companies Act, No. 61
of 1973, as amended, ("the scheme"), proposed by Assore between Assmang and
all of its shareholders, other than Assore and ARM, in terms of which Assore
will acquire all the shares in the issued ordinary share capital of Assmang
("Assmang shares"), other than those already held by Assore and ARM.
Assmang shareholders are advised that on Tuesday, 7 February 2006:
The High Court of South Africa (Witwatersrand Local Division) granted an Order
of Court sanctioning the scheme ("the Order"); and
the Registrar of Companies registered the Order.
As a result, all of the conditions precedent have been fulfilled and the scheme
is now unconditional. The remaining 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 for Assmang shareholders
to be eligible to receive the scheme consideration,
at 12:00 on Friday, 17 February
Listing of the Assmang shares on the JSE
suspended at the commencement of trading 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 on the JSE terminated
at the commencement of trading on Tuesday, 28 February
Notes:
1. The abovementioned times and dates are South African times and dates.
2. Assmang shareholders may not dematerialise or rematerialise their existing
Assmang shares after Friday, 17 February 2006.
Illovo
Johannesburg
7 February 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: 07/02/2006 05:56:04 PM Produced by the JSE SENS Department
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