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�)
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Announcement #1:
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IMPORTANT DATES AND TIMES IN RESPECT OF THE SCHEME OF ARRANGEMENT
1. INTRODUCTION
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.
2. SCHEME MEETING
Shareholders are advised that in terms of an Order of Court dated Wednesday, 17
December 2008, the High Court of South Africa has granted Aflease
leave to convene a meeting to consider the scheme (�scheme meeting�), to be
held at 09:00 on Wednesday, 21 January 2009 (or any adjourned date determined
by the Chairperson) at The Place, 1 Sandton Drive,
South Wing, Sandton, Johannesburg.
3. IMPORTANT DATES AND TIMES
2008
Court hearing to convene scheme meeting
(at 10:00 or so soon thereafter as counsel
may be
heard)
Wednesday, 17 December
Notice of scheme meeting and Order of
Court released on
SENS
Friday, 19 December
2009
Notice of Scheme meeting published in
the Government
Gazette
Friday, 2 January
Notice of scheme meeting and Order of
Court published in the press
(Sunday Times and
Rapport)
Sunday, 4 January
Notice of scheme meeting and Order of
Court published in the press
(Business Day and Beeld)
Monday, 5 January
Last day to trade Aflease ordinary shares
on the JSE in order to be recorded in the
register on the voting date
(see note 2
below)
Friday, 9 January
Voting record date, being the date on
which Aflease ordinary shareholders
must be in the register in order to
be eligible to vote at the scheme meeting Friday,
16 January
Last day to lodge form of proxy for the
scheme meeting (by 09:00)
(see notes 3 and 4
below)
Monday, 19 January
Scheme meeting held (at
09:00)
Wednesday, 21 January
Results of scheme meeting to be released
on
SENS
Wednesday, 21 January
Results of scheme meeting to be published
in the
press
Thursday, 22 January
The report of the Chairperson to be
available for
inspection
Thursday, 22 January
Court hearing to sanction the scheme
(at 10:00 or so soon thereafter as
counsel may be
heard)
Tuesday, 3 February
Outcome of Court hearing to be released
on SENS
Tuesday, 3 February
Outcome of Court hearing to be published
in the
press
Wednesday, 4 February
Order of Court sanctioning the scheme
registered by the Registrar of Companies Thursday, 5 February
The dates below are subject to the fulfilment of the conditions as set out in
paragraph 7 of the scheme of arrangement section in the scheme circular. To
the extent that the conditions are not fulfilled by Thursday, 5 February 2009,
the dates set out below will be delayed accordingly and any such changes will
be released on SENS and published in the press.
Finalisation date announcement once all
conditions have been fulfilled and/or
waived to be released on
SENS
Friday, 6 February
Finalisation date announcement once all
conditions have been fulfilled and/or
waived to be published in the
press Monday,
9 February
Last day to trade ordinary shares on the
JSE in order to be recorded in the
register on the consideration record date Friday, 13
February
Suspension of Aflease's listing on the JSE
from the commencement of trading on the JSE Monday, 16 February
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, 16 February
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, 20 February
Operative date of the scheme, from the
commencement of trading on the
JSE Monday, 23
February
Termination of Aflease's listing on the
JSE, from the commencement of trading
Monday, 23 February
If forms of surrender and transfer and the document(s) of title are received by
the transfer secretaries on or prior to 12:00 on the consideration record date
of the scheme, the share certificates in respect of the scheme consideration
will be posted to certificated scheme participants on the operative date. Failing
such receipt, the share certificates in respect of the scheme consideration
will be posted to certificated scheme participants within five business days of
receipt of the form of surrender and transfer and the relevant document(s) of
title by the transfer secretaries.
Dematerialised scheme participants will have their accounts held at their CSDP
or broker credited and updated with the scheme consideration on the operative
date.
In the event of the conditions set out in paragraph 7 of the scheme of
arrangement section in the scheme circular not being fulfilled by Tuesday, 30
June 2009, or such later date as BMA and Aflease
agree to, the scheme will fail to become operative and will be of no force and
effect.
Notes:
1. 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.
2. Aflease ordinary shareholders should note that, as
Aflease ordinary shares are settled in the Strate environment, settlement for trade takes place five
business days after the trade date. Therefore shareholders who acquire Aflease ordinary shares after Friday, 9 January 2009, will
not be eligible to vote at the scheme meeting, although they will be entitled
to participate in the scheme provided they are recorded in the register on the
consideration record date.
3. If the scheme meeting is adjourned or postponed, forms of proxy for the
scheme meeting must be received by the transfer secretaries by no later than
the business day prior to the adjourned or postponed meeting.
4. If the forms of proxy are not received by the transfer secretaries by the
time and date shown above, they may be handed to the Chairperson of the scheme
meeting by no later than 10 minutes before the commencement of the scheme
meeting.
5. 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, 13 February 2009. Only dematerialised ordinary shares may be
traded on the JSE.
4. CIRCULAR
A circular providing further information in respect of the scheme, and
containing, inter alia, a notice of scheme meeting, an explanatory statement,
the scheme of arrangement, an Order of Court, a form of proxy and a form of
surrender and transfer, will be issued on 19 December 2008 and posted to
shareholders soon thereafter.
Parktown, Johannesburg
19 December 2009
MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED
Corporate advisor and sponsor in South Africa
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Announcement #2:
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NOTICE OF SCHEME MEETING
IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL
DIVISION)
Case No: 55875/2008
Before the Honourable Acting Justice Potterill
In the ex parte application of:
AFLEASE GOLD
LIMITED
Applicant
(Incorporated in the Republic of South Africa)
(Registration number 1984/006179/06)
NOTICE IS HEREBY GIVEN THAT, in terms of an Order of Court dated Wednesday, 17
December 2008, the High Court of South Africa (Transvaal Provincial
Division) (�the Court�) has ordered, in accordance with the provisions of
section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended (�Companies
Act�) that a meeting (�scheme meeting�) of the ordinary shareholders of the
Applicant registered as such at 17:00 on Friday, 16 January 2009 or, if the
scheme meeting is adjourned, at 17:00 on the business day (i.e. any day other
than a Saturday, Sunday or official public holiday in South Africa) that is 2
(two) business days before the date of such adjourned meeting (�scheme members�),
be held under the chairpersonship of Mr Jonathan Schlosberg, or failing him any
other director of the attorneys firm Bowman Gilfillan Inc. nominated for that
purpose by Applicant's attorneys of record (�Chairperson�), at 09:00, on
Wednesday, 21 January 2009 (or any adjourned date as determined by the
Chairperson) at The Place, 1 Sandton Drive, South
Wing, Sandown, Johannesburg for the purpose of considering and, if deemed fit,
of approving, with or without modification, the scheme of arrangement (�scheme�)
proposed by BMA Gold Limited ("BMA") between the Applicant and the
ordinary shareholders of the Applicant (�scheme participants�) registered as
such on the record date to receive the consideration in terms of the scheme
(�consideration record date�); provided that the scheme meeting shall not be
entitled to agree to any modifications of the scheme which will have the effect
of diminishing the rights that are to accrue in terms thereof to scheme
participants.
The implementation of the scheme is subject to the fulfilment of the conditions
stated therein including, but not limited to, the sanction of the Court.
The basic object and effect of the scheme of arrangement is that, upon
implementation, BMA will acquire all the issued ordinary shares of the
Applicant. In exchange, the scheme participants will receive 1 ordinary share
of BMA, after the anticipated consolidation of BMA ordinary shares, for every 1
Aflease ordinary share held
by such scheme participants on the consideration record date for the scheme.
Copies of this notice, the scheme, the explanatory statement in terms of
section 312(1)(a)(i) of the Companies Act, the form
of proxy to be used at the scheme meeting, the Order of Court authorising the
convening of the scheme meeting and a form of surrender and transfer will be
sent by the Applicant by pre-paid registered post at least 14 (fourteen)
calendar days before the date of the scheme meeting to: (a) each ordinary
shareholder whose name appears on the Applicant's register and sub-registers,
to that ordinary shareholder's address appearing in the register and relevant
sub-register (as the case may be) and (b) each person who is beneficially
entitled to ordinary shares in the Applicant, to that person's address
identified by the Applicant's transfer secretaries. The identification of each
such ordinary shareholder and person beneficially entitled to the Applicant's
ordinary shares and their respective addresses shall be performed by the
Applicant's transfer secretaries and shall take place as at 17:00 on the day
not more than 5 (five) business days before the date of posting. In addition,
copies may on request by the ordinary shareholders of the Applicant during
normal business hours be inspected or obtained free of charge, at any time
prior to the scheme meeting or any adjournment thereof, at the registered
office of the Applicant, at First Floor, 45 Empire Road, Parktown,
Johannesburg.
Each scheme member who holds certificated ordinary shares in the Applicant
(�certificated scheme member�) or who holds dematerialised ordinary shares in
the Applicant through a Central Securities Depository Participant (�CSDP�) or
broker with �own-name� registration (�dematerialised own name scheme member�)
may attend, speak and vote in person at the scheme meeting or any adjournment
thereof, or may appoint any other person or persons (who need not be
shareholders of the Applicant) as a proxy or proxies to attend, speak and vote,
or abstain from voting at the scheme meeting or any adjournment thereof in the place
of such certificated scheme member or dematerialised own name scheme
member.
Each form of proxy should be completed and signed in accordance with the
instructions contained therein and lodged with or posted to the Applicant's
transfer secretaries, Computershare Investor Services (Proprietary)
Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051,
Marshalltown, 2107), so as to be received by no later than 09:00 on Monday, 19
January 2009 or on the business day immediately preceding any adjournment
thereof. Alternatively, the form of proxy may be handed to the Chairperson no
later than 10 (ten) minutes before the time for which the scheme meeting has
been convened.
Each scheme member who holds dematerialised shares in the Applicant through a
CSDP or broker, other than a dematerialised own name scheme member
(�dematerialised scheme member�), must give his/her voting instructions to
his/her CSDP or broker by the time and in the manner prescribed in the custody
agreement concluded between the relevant scheme member and his/her CSDP or
broker. If a dematerialised scheme member wishes to attend and vote at the
scheme meeting in person or be represented thereat by proxy he/she should timeously inform his/her CSDP or broker of his/her intention
to attend and vote in person at the scheme meeting or be represented by proxy
thereat in order for the CSDP or broker to issue him/her with the necessary
letter of representation to do so.
Where there are joint holders of the Applicant's ordinary shares, any one of
such persons may vote at the scheme meeting in respect of those ordinary shares
as if such joint holder was solely entitled thereto, but if more than 1 (one)
of the joint holders is present or represented at the scheme meeting, then the joint
holder whose name appears first in the Applicant's register of members in
respect of such ordinary shares (or his/her proxy) will be entitled to vote in
respect of those shares at the scheme meeting. If more than 1 (one) proxy is
appointed on a single proxy, then only one of these proxies (in order of
appointment) will be entitled to exercise that proxy.
In terms of the Order of Court, the Chairperson must report the result of the
scheme meeting to the Court on Tuesday, 3 February 2009 at 10:00 or so soon thereafter as counsel may be heard or at such later
time and date as may be necessitated by any adjournment of the scheme meeting. A
copy of the Chairperson's report to the Court will be available, free of
charge, to any scheme member on request, at the registered office of the
Applicant during normal business hours for at least 7 (seven) calendar days
prior to Tuesday, 3 February 2009 or, any extension of such date.
Jonathan Schlosberg
Chairperson of the scheme meeting
care of:
DENEYS REITZ
Applicant's Attorneys - 8th Floor, Southern Life Centre, 8 Riebeek
Street, Cape Town, 8001
and
82 Maude Street, Sandton, 2146,
Johannesburg
Ref: M T Steyn
Tel: 021 405 1200
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Announcement #3:
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IN THE HIGH COURT OF SOUTH AFRICA
(TRANSVAAL PROVINCIAL DIVISION)
Wednesday, 17 December
2008
CASE NO: 55875/2008
Before the Honourable Acting Justice Potterill
In the ex parte application of:
AFLEASE GOLD LIMITED
(incorporated in the Republic of South Africa)
(Registration No.
1984/006179/06)
Applicant
ORDER OF COURT
Upon the motion of counsel for the Applicant and having read the papers filed
of record:
IT IS ORDERED THAT:
1. A meeting (�scheme meeting�) in terms of section 311(1) of the
Companies Act, 1973 (�Companies Act�) of the ordinary shareholders of the
Applicant registered as such at 17:00 on Friday, 16 January 2009 (or if the
scheme meeting is adjourned, registered as such at 17:00 on the business day,
i.e. any day other than a Saturday, Sunday or official public holiday in South
Africa, which is two business days before the date of such adjourned meeting),
but excluding BMA Gold Limited (�BMA�) and any of its subsidiary companies, any
subsidiary company (within the meaning of section 1 of the Companies Act) of
the Applicant and the trustees for the time-being of the Aflease
Gold Limited Share Incentive Scheme Trust (�disqualified shareholders�), which
ordinary shareholders of the Applicant (with the exclusion of the disqualified
shareholders) are herein collectively referred to as the �scheme members�:
1.1 be convened under the chairmanship of the Chairperson referred to in
paragraph 2 of this Order of Court (�Order�); and
1.2 be held at 09:00 on Wednesday, 21 January 2009 (or on any adjourned
date determined by the Chairperson) at The Place, 1 Sandton
Drive, South Wing, Sandown, Johannesburg,
for the purpose of considering and, if deemed fit, approving with or without
modification, a scheme of arrangement in terms of section 311 of the Companies
Act (�scheme�) proposed by BMA between the Applicant and the scheme members,
substantially in the form of the draft scheme attached as annexure �C.3� to the
application in respect of which this Order is given (�Application�), provided
that the scheme meeting shall not be entitled to agree to any modification of
the scheme which will have the effect of diminishing the rights to accrue in
terms thereof to Applicant's ordinary shareholders who will, on the implementation
of the scheme, become entitled to the benefits thereof.
2. Jonathan Schlosberg or failing him any other director of the
attorneys' firm Bowman Gilfillan Inc., nominated for that purpose by
Applicant's attorneys of record, be and is hereby appointed as chairperson of
the scheme meeting (�Chairperson�).
3. The Chairperson is authorised to:
3.1 procure the publication of the notice of scheme meeting by the
Applicant, in the manner described in paragraph 4;
3.2 procure dispatch to the scheme members of the scheme documents
substantially in the form of annexure �C� (including annexures
�C.1� to �C.10�) to the Application (�scheme documents�) and the pre-listing
statement of BMA (�pre-listing statement�) in respect of its proposed inward
dual primary listing on the JSE Limited, Johannesburg (�JSE�);
3.3 convene the scheme meeting;
3.4 adjourn the scheme meeting from time to time, if the Chairperson
considers it necessary or desirable to do so;
3.5 appoint one or more scrutineers for the purpose
of the scheme meeting or any other adjournment thereof;
3.6 determine:
3.6.1 the validity and acceptability of forms of proxy submitted for use
at the scheme meeting and/or any adjournment thereof; and
3.6.2 the procedure to be followed at the scheme meeting and/or any
adjournment thereof;
3.7 accept the forms of proxy handed to him by no later than 10 (ten)
minutes before the scheme meeting is due to commence or recommence after any
adjournment.
4. The Applicant shall cause a notice convening the scheme meeting
(substantially in the form of annexure �C.1� attached to the Application) to be
published once in each of the Government Gazette, Business Day, Beeld, Sunday Times and Rapport in South Africa, at least
14 (fourteen) calendar days before the date of the scheme meeting. The said
notice shall state:
4.1 the time, date and venue of the scheme meeting;
4.2 that the scheme meeting has been convened in terms of this Order to
consider and, if deemed fit, approve, with or without modification, the scheme;
4.3 that a copy of this Order, the scheme documents and the pre-listing
statement may be inspected free of charge during normal business hours at any
time prior to the scheme meeting at the registered office of the Applicant at
First Floor, 45 Empire Road, Parktown, Johannesburg;
4.4 that a copy of this Order, the scheme documents and the pre-listing
statement may be obtained free of charge on request during normal business
hours at any time prior to the scheme meeting at the address given in paragraph
4.3 above; and
4.5 the basic characteristics of the scheme.
5. Copies of:
5.1 the scheme documents;
5.2 the pre-listing statement; and
5.3 this Order,
shall be sent by the Applicant by pre-paid registered post at least 14
(fourteen) calendar days before the date of the scheme meeting to:
5.4 each ordinary shareholder of the Applicant whose name appears:
5.4.1 on the Applicant's register of shareholders and whose name and address is
identified by the transfer secretaries of the Applicant (�Transfer
Secretaries�) as that of an ordinary shareholder of the Applicant; or
5.4.2 on the Applicant's sub-registers, as administered by a Central Securities
Depository Participant (�CSDP�) and whose name and address on such sub-register
is identified as that of an ordinary shareholder of the Applicant to the
Transfer Secretaries by Strate Limited (�Strate�) after enquiry by the Transfer Secretaries (in
terms of the statutory rules and regulations governing dematerialised shares);
and
5.5 each person whose name and address is identified to the Transfer
Secretaries by Strate after enquiry by the Transfer
Secretaries (in terms of the statutory rules and regulations governing
dematerialised shares) as being a person who is beneficially entitled to
ordinary shares in the Applicant (�beneficial shareholder�) and to whom the
relevant CSDPs and JSE broking members (equities) of
the JSE whose nominee companies hold dematerialised shares on behalf of
beneficial shareholders are obliged by statute, regulation, agreement or
otherwise to procure such posting, to the address of that ordinary shareholder
or beneficial shareholder appearing in the register and/or relevant
sub-register (as the case may be) or as so identified to the Transfer
Secretaries by Strate.
6. The identification of each such ordinary shareholder and person
beneficially entitled to the Applicant's ordinary shares and their respective
addresses referred to in paragraph 0 shall take place at 17:00 on the day which
is the fifth business day before the date of posting.
7. A copy of the documents referred to in paragraph 5 above shall lie for
inspection at the registered office of the Applicant at First Floor, 45 Empire
Road, Parktown, Johannesburg during normal business
hours for at least 14 (fourteen) calendar days prior to the date of the scheme
meeting.
8. The Chairperson shall report the results of the scheme meeting to the
Court by affidavit on Tuesday, 3 February 2009 at 10:00 or so
soon thereafter as Counsel may be heard or at such later time and date as may
be necessitated by any adjournment of the scheme meeting.
9. The report required by the Court from the Chairperson shall give
details of:
9.1 the number of the scheme members present in person (including those
represented) at the scheme meeting and any adjournment thereof and the number
of ordinary shares held by them;
9.2 the number of the scheme members represented by proxy at the scheme
meeting and any adjournment thereof and the number of ordinary shares held by
them, together with information as to the number represented by the Chairperson
in terms of proxies;
9.3 the number of ordinary shares held by all scheme members;
9.4 any proxies which have been disallowed;
9.5 all rulings made and directions given by the Chairperson at the scheme
meeting and any adjournment thereof;
9.6 the relevant portions of documents and reports submitted or tabled at
the scheme meeting and any adjournment thereof which bear on the merits or
demerits of the scheme, including copies thereof;
9.7 the main points of any other proposals which were submitted to the
scheme meeting and any adjournment thereof; and
9.8 the number of votes cast in favour of and against the scheme and any
abstentions, indicating how many votes were cast by the Chairperson in terms of
proxies.
10. The Applicant shall arrange to make available at the place mentioned
in paragraph 7 (and the notice of the scheme meeting which is published and/or
sent to the addressees referred to in paragraph 5 above shall include a
statement that it will be so available) a copy of the Chairperson's report to
the Court, free of charge, to any scheme member on request during normal
business hours, for at least 7 (seven) calendar days before the date, or any
extension of such date, fixed by the Court in paragraph 8 above for the
Chairperson to report back to it.
11. Each scheme member who holds certificated ordinary shares in the
Applicant or dematerialised ordinary shares in the Applicant through a CSDP or
broker with �own-name� registration and who wishes to vote by proxy at the
scheme meeting, should complete and sign the form of proxy forming part of the
scheme documents in accordance with the instructions contained therein and post
such form of proxy to, or lodge it with, the Transfer Secretaries, Computershare
Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street,
Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107), so as to be received by
no later than 09:00 on Monday, 19 January 2009. Alternatively, the form
of proxy may be handed to the Chairperson of the scheme meeting by no later
than 10 (ten) minutes before the time for which the scheme meeting or any
adjournment thereof has been convened.
12. Each scheme member who holds dematerialised shares in the Applicant
through a CSDP or broker and who does not have �own-name� registration
(�dematerialised scheme member�) must give his/her voting instructions to
his/her CSDP or broker by the time and in the manner prescribed in the custody
agreement concluded between the relevant scheme member and his/her CSDP or
broker. If a dematerialised scheme member wishes to attend and vote at the
scheme meeting in person or be represented thereat by proxy he/she should
timeously inform his/her CSDP or broker of his/her intention to attend and vote
in person at the scheme meeting or be represented by proxy thereat in order for
the CSDP or broker to issue him/her with the necessary letter of representation
to do so.
By Order of the Court
Registrar
DENEYS REITZ
Attorneys for Applicant - 82 Maude Street, Sandton, 2196
Johannesburg
Tel: 011 685 8500
Docex 215, Johannesburg
Ref: M T Steyn/AFO 609
c/o Adams & Adams
Adams & Adams Place, 1140 Prospect Street, Hatfield, 0028
Pretoria
Tel: 012 481 1500
Docex 81, Pretoria
Ref: A Visser
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Issued by du Plessis Associates on behalf of Aflease Gold Limited.
dPA contact Helen McKane Tel : +27 (0)11 728 4701,
Mobile: +27 (0)82 330 2034 or e-mail: afleasegold@dpapr.com <mailto:afleasegold@dpapr.com>
www.afleasegold.com <http://www.afleasegold.com>
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