Witwatersrand Consolidated Gold Resources Limited
(Incorporated in the Republic of South Africa)
Registration Number 2002/031365/06
JSE Code: WGR
ISIN: ZAE000079703
TSX Code: WGR
CUSIP Number: S98297104
("Wits Gold" or the "Company")
JOHANNESBURG, March 13, 2014 /CNW/ -
RESULTS OF SCHEME MEETING
1. INTRODUCTION
Wits Gold Shareholders are referred to the Firm Intention Announcement
as well as the further announcements by the Company released on SENS
and filed on SEDAR dated 11 December 2013,13 December 2013 and 12
February 2014 respectively, together with the circular issued to Wits
Gold Shareholders on 12 February 2014 regarding the Scheme and Scheme
Meeting (the "Circular").
Words and expressions, including capitalised terms, in this announcement
shall have the same meaning as assigned to them in the Circular, unless
indicated otherwise.
2. RESULTS OF THE SCHEME MEETING
Wits Gold Shareholders are advised that at the Scheme Meeting held
earlier today, Thursday, 13 March 2014, at 15:00 CAT / 08:00 ET, all of
the resolutions required to give effect to the Scheme as set out in the
notice convening the Scheme Meeting incorporated in the Circular were
passed, without modification, by the requisite majority of votes.
The Scheme Shares that were represented in voting at the Scheme Meeting
were 69.84%, and:
-
99.99875% of these shares voted in favour of special resolution 1,
approval of the Scheme; and
-
99.99875% of these shares voted in favour of ordinary resolution 1,
authorisation of directors,
at the Scheme Meeting.
Furthermore, Wits Gold Shareholders are advised that no shareholders
objected to the special resolution approving the Scheme in terms of
section 164 of the Companies Act prior to commencement of the Scheme
Meeting.
3. OUTSTANDING SCHEME CONDITIONS PRECEDENT
Shareholders are advised that the following Scheme Conditions Precedent,
as detailed in the Circular, remain outstanding and will be subject to
fulfilment or waiver (in whole part or in part) by no later than 30
April 2014:
-
the Business Rescue Plan is still valid and in force and effect;
-
the issue by the Takeover Regulation Panel of a compliance certificate
with respect to the Transaction and its implementation as contemplated
in section 121(b)(i) of the Companies Act;
-
a Material Adverse Change, as defined in the Circular, shall not have
occurred on or before the Fulfilment Date or should such Material
Adverse Change have occurred, that it will have been remedied by such
date; and
-
should the implementation of the Scheme be subject to approval by a
court in terms of the provisions of section 115(2) of the Companies
Act, that such approval is obtained.
The salient dates and times relating to the Scheme will be announced as
soon as the Scheme becomes unconditional, which is anticipated to be by
Monday, 31 March 2014.
Johannesburg
13 March 2014
Corporate Adviser and Lead JSE Sponsor
Macquarie First South Capital Proprietary Limited
JSE Sponsor
PricewaterhouseCoopers Corporate Finance Proprietary Limited
South African Legal Adviser
Falcon & Hume Inc
Canadian Legal Adviser
Stikeman Elliott
Forward-Looking Statements
Certain statements included in this announcement, as well as oral
statements that may be made by Wits Gold, or by its officers, directors
or employees acting on its behalf related to the subject matter hereof,
constitute or are based on forward-looking statements.
These forward-looking statements involve a number of known and unknown
risks, uncertainties and other factors, many of which are difficult to
predict and generally beyond the control of Wits Gold, that could cause
actual results and outcomes of Wits Gold to be materially different
from historic results or from any future results expressed or implied
by such forward-looking statements.
Such risks, uncertainties and other factors include, among others, the
parties' (being Wits Gold and Sibanye) ability to complete the Scheme
and the anticipated timing related thereto. Wits Gold undertakes no
obligation to update publicly or release any revisions to these
forward-looking statements to reflect events or circumstances after the
date of this announcement or to reflect any change in Wits Gold's
expectations with regard thereto except as otherwise required by law.
SOURCE Wits Gold
