59CK Qnb Fin 26

RNS No 9429n
NEW CENTRAL WITWATERSRAND AREAS LIMITED
28th October 1998

Anglo American Corporation of South Africa Limited
(Incorporated in the Republic of South Africa) 
(Registration number 01/05309/06)
("AAC")

New Central Witwatersrand
Areas Limited
(Incorporated in the Republic of South Africa)
(Registration number 05/04747/06)
("NCW")

Offer by AAC to minority shareholders of NCW to constitute NCW as a wholly
owned subsidiary of AAC

AAC is to propose a scheme of arrangement in terms of Section 311 of the
Companies Act, (Act 61 of 1973) as amended, between NCW and its shareholders
other than AAC and its subsidiaries to acquire those shares in NCW not owned
by them ("the Scheme"). AAC and its subsidiaries currently hold 69,9% of the
issued ordinary share capital of NCW.

Successful implementation of the Scheme will result in NCW becoming a
wholly-owned subsidiary of AAC. Accordingly, application will be made to the
Johannesburg Stock Exchange ("the JSE") for the termination of the listing of
the shares of NCW. The listing of NCW on the London Stock Exchange will also
be terminated.

Rationale for the Scheme

The shares of NCW are relatively illiquid and have consistently traded at a
discount to their net asset value. The company has a portfolio of listed
mining investments in companies associated with AAC, and interests in mineral
rights (the principal of which has been fully prospected) which, at current
and foreseeable gold prices, have minimal value. NCW is basically an
investment trust and with the proliferation of other more convenient
investment vehicles, NCW no longer serves any useful purpose.

In view of the foregoing, and in line with AAC's policy of creating a unified
focused company, the board of NCW, with the support of the independent
financial advisers, are of the opinion that it is in the interests of the
minority shareholders of NCW for AAC to offer to acquire their interests in
NCW.

Consideration payable in terms of the Scheme

Subject to the fulfilment of the conditions precedent referred to below,
participants in the Scheme are being offered a cash consideration of R69,85
per NCW share which is equal to the net asset value of the underlying assets
of NCW on the day immediately prior to this announcement. This represents a
16,4% premium on the market price of NCW, on the day immediately prior to this
announcement.

The aggregate consideration receivable by participants in the Scheme is
approximately R37,1 million.

NCW shareholders registered at the close of business on Friday, 30 October
1998 will receive the interim dividend of 174 cents per share. If the Scheme
becomes operative, no further dividends will be paid to participants in the
Scheme.

Conditions precedent

Implementation of the Scheme is conditional upon, inter alia:
- the required majority of votes being cast in favour of the Scheme at a
scheme meeting to be convened for such purpose;
- the High Court of South Africa sanctioning the Scheme and the Order of Court
sanctioning the Scheme being registered by the Registrar of Companies; and
- receipt of the necessary regulatory consents.

Opinion

The directors of NCW have appointed Standard Corporate and Merchant Bank
("SCMB") as independent financial adviser to the board of directors of NCW.
SCMB has considered the terms and conditions of the Scheme and is of the
opinion that the terms and conditions of the Scheme, including the
consideration receivable in terms of the scheme, are fair and reasonable to
the participants in the Scheme.

Confirmation to the Securities Regulation Panel ("the SRP")

Warburg Dillon Read has satisfied the SRP that AAC has sufficient resources
available to meet its obligations in terms of the Scheme.
Further announcements and documentation

A further announcement giving the salient dates of the Scheme will be
published as soon as possible.

The scheme documentation, which is subject to the approval of the SRP and the
JSE and which incorporates the opinion of SCMB outlining the basis of its
valuation of NCW, is in the course of preparation and will be despatched to
NCW shareholders in due course.

Johannesburg
28 October 1998


Independent Merchant Bank and independent financial adviser to NCW
SCMB
Standard Corporate and Merchant Bank
(A division of The Standard Bank of South Africa Limited)
(Registration number 62/00738/06)

Scheme attorneys
WEBBER WENTZEL BOWENS

Sponsoring broker
Merrill Lynch
Smith Borkum Hare
Merrill Lynch South Africa (Pty) Ltd.

MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
Registration Number 95/01805/07

END

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