Witwatersrand Consolidated Gold Resources Limited - WGR - Results of Scheme Meeting
JOHANNESBURG, March 13, 2014 - Witwatersrand Consolidated Gold Resources Limited ("Wits Gold" or the "Company") 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,
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 Elliot
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.
Witwatersrand Consolidated Gold Resources Limited
(Incorporated in the Republic of South Africa)
Registration Number 2002/031365/06
JSE Code: WGR, TSX Code: WGR
ISIN: ZAE000079703, CUSIP Number: S98297104
SOURCE Wits Gold
Contact
Witwatersrand Consolidated Gold Resources Limited
Philip Kotze, Chief Executive Officer
Tel: +27 11 832 1749
Hethen Hira, Vice President: Corporate Affairs
Tel: +27 11 832 1749
www.witsgold.com