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 31, 2014 /CNW/ -
1. INTRODUCTION
Wits Gold Shareholders are referred to the Results of Scheme Meeting
Announcement on SENS and filed on SEDAR dated 13 March 2014, 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. OUTSTANDING SCHEME CONDITIONS PRECEDENT AND WITHDRAWAL OF CAUTIONARY
Wits Gold Shareholders are advised that all conditions precedent to the
Scheme, as detailed in the Circular, have been fulfilled or waived and
consequently the Scheme is now unconditional. Upon implementation of
the Scheme, an application will be made to the relevant authorities for
the delisting of all of Wits Gold's shares from the JSE Limited and the
Toronto Stock Exchange, the termination of the Wits Gold American
Depository Receipt programme, and for Wits Gold to cease being a
reporting issuer in Canada, and Sibanye Gold will assume the rights and
obligations of Wits Gold.
Consequently, shareholders are referred to the cautionary announcement
relating to the offer by Wits Gold to acquire Southgold Exploration
Proprietary Limited ("Southgold Acquisition") dated 17 February 2014, and are advised that caution is no longer
required to be exercised by Wits Gold shareholders when dealing in Wits
Gold securities as Sibanye Gold will now assume Wits Gold's rights and
obligations in respect of the Southgold Acquisition.
3. SALIENT DATES AND TIMES
|
Key action
|
|
2014
|
|
Fulfilment Date
|
Monday
|
31 March
|
|
Last day to trade in Wits Gold Shares in order to be recorded in the JSE
Branch Register on the Scheme Record Date (Scheme Last Day to Trade)
|
Friday
|
4 April
|
|
Date of suspension of listing of Wits Gold Shares on the JSE
|
Monday
|
7 April
|
|
Conversion Reference Date
|
Monday
|
7 April
|
|
Scheme Record Date on which Wits Gold JSE Shareholders must be recorded
in the Register to receive the Scheme Consideration
|
Friday
|
11 April
|
|
|
|
|
|
Operative Date of the Scheme
|
Monday
|
14 April
|
|
Scheme Consideration to be posted/paid to Certificated Wits Gold JSE
Shareholders and Wits Gold TSX Shareholders (provided their Form of
Surrender and Transfer (pink) or Letter of Transmittal (yellow) respectively are received on or prior to 12:00 CAT / 12:00 ET on the
Scheme Record Date)
|
Monday
|
14 April
|
|
Scheme Participants with Dematerialised Wits Gold JSE Shares to have
their accounts with their CSDP or broker credited with the Scheme
Consideration on or about
|
Monday
|
14 April
|
|
Termination of listing of Wits Gold Shares at commencement of trade on
the JSE and TSX
|
Tuesday
|
15 April
|
Notes:
-
Wits Gold Shares on the Scheme Record Date (Friday, 11 April 2014) will
participate in the Scheme (i.e. sell their Shares to Sibanye in
accordance with the Scheme for the Scheme Consideration).
-
Wits Gold Shares may not be Dematerialised or rematerialised after the
Scheme Last Day to Trade (Friday, 4 April 2014).
-
All times given in this announcement are, unless the context indicates
to the contrary, local times in South Africa.
-
As noted on page 25 of the Circular, Wits Gold Shareholders will receive
a cash consideration of the CAD equivalent of ZAR11.55 per Wits Gold
TSX Share, calculated using the rate of exchange quoted on the website
of the Bank of Canada as the reference rate of the South African Rand
against the Canadian Dollar at midday Toronto time on the Conversion
Reference Date (Monday, 7 April 2014).
Johannesburg
31 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
