Finalisation information and revised salient dates and times

Finalisation information and revised salient dates and times in respect of the proposed distribution of 181 980 981 northam ordinary shares to Mvela Resources ordinary shareholders (“Northam distribution”), the proposed specific repurchase of 35 000 000 Mvela Resources ‘a’ ordinary shares (“the repurchase”) and the proposed acquisition by northam of the entire issued ordinary share capital of Mvela Resources (“the scheme”) after the implementation of the northam distribution and the repurchase (“the proposed transactions”)

Further to the announcement of 29 March 2011 regarding the proposed transactions, the Registrar of Companies has registered the following in terms of the Companies Act, 1973 (as amended):

  • the special resolutions to give effect to the Northam distribution and the repurchase; and
  • the order of the Court sanctioning the scheme.

Accordingly all of the conditions precedent to the Northam distribution have now been fulfilled and the Northam distribution can now be implemented. Save for the implementation of the Northam distribution, all of the conditions precedent to the scheme have also been fulfilled. The salient dates and times for the implementation of the Northam distribution and the scheme are revised as set out below.

The Revised Salient Dates and Times

(words and expressions in the revised salient dates and times below shall have the same meanings as assigned to them in the circular to Mvela Resources shareholders, dated 18 February 2011)

The expected salient dates of the Northam distribution:

2011

Thursday, 14 April
Last day to trade in Mvela Resources ordinary shares on the JSE Exchange in order to participate in the Northam distribution
Friday, 15 April
Mvela Resources ordinary shares trade “ex” the entitlement to the Northam distribution shares from commencement of business on
Friday, 15 April
Trade in the Northam distribution shares commences
Thursday, 21 April
Northam distribution participation record date at close of business
Tuesday, 26 April
Northam distribution implementation date
Tuesday, 26 April
Date on which participating dematerialised ordinary shareholders will have their accounts at their participant or broker updated with the Northam distribution shares on
Tuesday, 26 April
Date on which share certificates in respect of the Northam distribution shares will be posted, by registered post, at the risk of the participating certificated ordinary shareholders concerned, to participating certificated ordinary shareholders on on or about
Dates pertinent to the scheme and the delisting of Mvela Resources ordinary shares:

2011

Friday, 27 May
Last day to trade in Mvela Resources ordinary shares on the JSE Exchange in order to be recorded in the Mvela Resources register on the scheme consideration record date
Monday, 30 May
Date of suspension of listing of Mvela Resources ordinary shares on the JSE Exchange at commencement of trading on
Monday, 30 May
Date on which trade in the scheme consideration shares commences
Friday, 3 June
Scheme consideration record date, at close of business on
Monday, 6 June
Operative date of the scheme
Monday, 6 June
Date on which dematerialised scheme participants will have their accounts at their participant or broker updated with the scheme consideration
Monday, 6 June
Date on which share certificates in respect of the scheme consideration will be posted, by registered post, at the risk of the certificated scheme participants, to certificated scheme participants(see notes 2 and 3 below)
Monday, 6 June
Date of termination of listing of Mvela Resources ordinary shares on the JSE Exchange at the commencement of trading on

Notes:

  1. All times given in this announcement are local times in South Africa.
  2. If certificated scheme participants surrender their documents of title (together with the duly completed form of surrender and transfer) after 12:00 on the date on which the scheme consideration record date falls, the share certificate in respect of the scheme consideration will be posted to them by the transfer secretaries within 5 business days of receipt of the documents of title and duly completed form of surrender and transfer.
  3. Mvela Resources ordinary shares may not be dematerialised or remateri alised between Friday 15 April 2011 and Thursday 21 April 2011 both days inclusive and after Friday, 27 May 2011.

7 April 2011
Johannesburg

Financial adviser and sponsor to Mvela Resources
J.P. Morgan

Financial adviser to Northam
Deutsche Bank

Sponsor to Northam
One Capital

Independent adviser to Mvela Resources and Northam
One Capital

Attorneys to Mvela Resources
Bowman Gilfillan Inc.

Attorneys to Northam
Werksmans

Independent reporting accountants to Mvela Resources
PricewaterhouseCoopers Inc.

Independent reporting accountants to Northam
Ernst & Young Inc.