FORWARD-LOOKING
STATEMENT: This news release includes certain �forward-looking statements�
and �forward-looking information�. All statements other than statements of
historical fact included in this release including, without limitation,
statements regarding future plans and objectives of Aflease Gold and BMA Gold
are forward-looking statements (or forward-looking information) that involve
various risks and uncertainties. There can be no assurance that such
statements will prove to be accurate and actual results and future events
could differ materially from those anticipated in such statements. Important
factors could cause actual results to differ materially from Aflease Gold and
BMA Gold�s expectations. Such factors include, among others, the actual
results of exploration activities, actual results of reclamation activities,
the estimation or realisation of mineral reserves and resources, the timing
and amount of estimated future production, costs of production, capital
expenditures, costs and timing of the development of new deposits,
availability of capital required to place Aflease Gold and BMA Gold�s
properties into production, conclusions of economic evaluations, changes in
project parameters as plans continue to be refined, future prices of gold and
other commodities, possible variations in ore grade or recovery rates,
failure of plant, equipment or processes to operate as anticipated,
accidents, labour disputes and other risks of the mining industry, delays in
obtaining governmental approvals, permits or financing or in the completion
of development or construction activities, Aflease Gold and BMA Gold�s
hedging practices, currency fluctuations, title disputes or claims
limitations on insurance coverage, Although Aflease Gold and BMA Gold have
attempted to identify important factors that could cause actual results to
differ materially, there may be other factors that cause results not to be as
anticipated, estimated or intended.�
There can be no assurance that such statements will prove to be
accurate as actual results and future events could differ materially from
those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements. Aflease Gold and BMA Gold do
not undertake to update any forward-looking statements that are included
herein, except in accordance with applicable securities laws.� No stock exchange, securities commission or
other regulatory authority has approved or disapproved the information
contained herein.
FORMAL ANNOUNCEMENT :
Aflease Gold Limited
(Incorporated in the
Republic of South Africa)
(Registration number
1984/006179/06)
JSE Share code: AFO
ISIN: ZAE000075867
International Prime
QX (OTCQX): AFSGY
(�Aflease�)
RESULTS OF SCHEME
MEETING
1. RESULTS OF SCHEME MEETING
Shareholders
are referred to the announcements dated 20 November 2008 and 26 November 2008
in which shareholders were advised that Aflease Gold Limited (�Aflease�),
which is listed on the JSE Limited, and BMA Gold Limited (�BMA�), which is
listed on the Australian Securities Exchange, have entered into an agreement
regarding a conditional transaction which provides for the dual primary
inward listing of BMA on the JSE and the subsequent acquisition by BMA of all
the issued ordinary shares of Aflease, to be implemented in South Africa
through a scheme of arrangement (�the scheme�) in terms of section 311 of the
Companies Act, 1973, between Aflease and its ordinary shareholders.
Aflease
is pleased to announce that at the scheme meeting held on Wednesday, 21 January
2009, the scheme members present and voting, either in person or by proxy,
unanimously approved the scheme.�
2. CONDITIONS FOR THE
SCHEME
The implementation of the scheme is subject
to the fulfilment or waiver (where permitted) of a number of conditions which
were specified in the announcement dated 20 November 2008. The material
conditions still to be met are:
- that there will be in existence legally
binding arrangements to ensure that all of the Aflease convertible bonds have
been or will be cancelled or transferred to BMA in consideration for the
issue of the BMA convertible bonds; and
- that Competition Commission approval (if
required), shall have been obtained in both South Africa and Australia.
Aflease anticipates that a meeting of
Aflease bond holders will take place during mid-February 2009 to seek the
necessary waiver in respect of the first mentioned material condition.
3.
SALIENT DATES
An
updated timetable for the scheme, resulting from the delay in the fulfilment
of the conditions, is set out below:
|
2009
|
Finalisation date announcement once all conditions
have been fulfilled and/or
waived to be released on SENS
|
Friday, 20 February
|
Finalisation date announcement once all conditions
have been fulfilled and/or
waived to be published in the press
|
Monday, 23 February
|
Last day to trade ordinary shares on the JSE in order
to be recorded in the
register on the consideration record date
|
Friday, 27 February
|
Suspension of Aflease�s listing on the JSE from the
commencement of trading
on the JSE
|
Monday, 2 March
|
BMA ordinary shares will be listed and trading will
commence on the JSE at
the commencement of trading on the JSE under JSE code
�GDO�
|
Monday, 2 March
|
Consideration record date, being the date on which
Aflease ordinary
shareholders must be recorded in the register in
order to be eligible to
receive the scheme consideration
|
Friday, 6 March
|
Operative date of the scheme, from the commencement
of trading on the JSE
|
Monday, 9 March
|
Termination of Aflease�s listing on the JSE, from the
commencement of trading
|
Monday, 9 March
|
Notes:
(i).
The abovementioned times are South African times and are subject to change.
Any change to the above dates and times will be agreed upon by BMA and
Aflease and advised to Aflease ordinary shareholders by release on SENS and
publication in the press.
(ii).
If you wish to rematerialise or dematerialise your ordinary shares, please
contact your CSDP or broker. However, no rematerialisation or
dematerialisation will take place after Friday, 27 February 2009. Only
dematerialised ordinary shares may be traded on the JSE.
4.
CHAIRPERSON�S REPORT
A
copy of the chairperson�s report on the scheme meeting will be available for
inspection at Aflease�s registered office during normal business hours
situated at First Floor, 45 Empire Road, Parktown, 2193 from Thursday, 22
January 2009 until the date on which the application is made to the Court to
sanction the scheme, anticipated to be on 3 February 2009.
Parktown,
Johannesburg
21 January 2009
MACQUARIE FIRST
SOUTH ADVISERS (PTY) LIMITED
Corporate adviser
and sponsor in South Africa