SECOND ADDENDUM TO THE SUBSCRIPTION, SALE AND SHAREHOLDERS AGREEMENT entered into between HARMONY GOLD MINING COMPANY LIMITED and BUSINESS VENTURE INVESTMENTS NO 1692 PROPRIETARY LIMITED and HISTOPATH PROPRIETARY LIMITED and BUSINESS VENTURE...
Exhibit 4.25
xxxxxx xxxxxx sonnenbergs
johannesburg cape town durban
000 xxxx xxxxxx
xxxxxxx xxxxxxx xxxxxxxxxxxx 0000
p o xxx 000000 xxxxxxx xxxxx xxxxxx 2146
docex 152 randburg
tel x0000 000 0000 fax x0000 000 0000
xxxx@xxxxxxxxxxxxx.xx.xx xxx.xxxxxxxxxxxxx.xx.xx
SECOND ADDENDUM TO THE SUBSCRIPTION, SALE AND SHAREHOLDERS AGREEMENT
entered into between
HARMONY GOLD MINING COMPANY LIMITED
and
BUSINESS VENTURE INVESTMENTS NO 1692 PROPRIETARY LIMITED
and
HISTOPATH PROPRIETARY LIMITED
and
BUSINESS VENTURE INVESTMENTS NO 1677 PROPRIETARY LIMITED
and
BUSINESS VENTURE INVESTMENTS NO 1687 PROPRIETARY LIMITED
and
BUSINESS VENTURE INVESTMENTS NO 1688 PROPRIETARY LIMITED
and
THE TRUSTEES FOR THE TIME BEING OF THE HARMONY GOLD COMMUNITY TRUST
law | tax | forensics | IP | africa |
xxxxxx xxxxxx sonnenbergs incorporated registration number 2006/018200/21 |
1. | INTERPRETATION |
In this Addendum – |
1.1. | “Addendum” means this second addendum to the Subscription, Sale and Shareholders’ Agreement; |
1.2. | “Subscription, Sale and Shareholders Agreement” means the subscription, sale and shareholders’ agreement entered into between the Parties on 20 March 2013, as amended; and |
1.3. | unless otherwise defined herein or the context indicates otherwise, words and expressions defined in the Subscription, Sale and Shareholders’ Agreement will have the same meanings and any reference to the word “clause” or “annexure” refers to a clause or annexure of the Subscription, Sale and Shareholders Agreement. |
2. | INTRODUCTION |
2.1. | The Parties have agreed to amend the Subscription, Sale and Shareholders’ Agreement by deleting clause 14.3.2 and replacing same with a new clause 14.3.2. |
2.2. | The Parties wish to record their agreement in writing. |
3. | AMENDMENT |
The Parties hereby amend the Subscription, Sale and Shareholders’ Agreement by deleting clause 14.3.2 and replacing same with a new clause 14.3.2 – |
“14.3.2 | in respect of the Harmony Shareholder Loan – |
14.3.2.1 | bear interest at a rate of 100 (one hundred) basis points above the Funding Rate; |
14.3.2.2 | be repayable in 15 (fifteen) equal semi-annual instalments commencing on 31 December 2013 and terminating on 31 December 2020, subject to the provisions of the Cashflow Waterfall Agreement; and |
14.3.2.3 | at the election of Harmony, failure of the Company to repay the Harmony Shareholder Loan shall not constitute a default by the Company;” |
4. | SAVINGS CLAUSE |
Save to the extent specifically or by necessary implication modified in or inconsistent with the provisions of this Addendum or unless otherwise agreed in writing between the Parties, all the terms and conditions of the Subscription, Sale and Shareholders Agreement shall mutatis mutandis continue to apply. |
law | tax | forensics | IP | africa |
xxxxxx xxxxxx sonnenbergs incorporated registration number 2006/018200/21 |
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5. | COSTS |
Each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of this Addendum. |
6. | SIGNATURE |
6.1. | This Addendum is signed by the Parties on the dates and at the places indicated below. |
6.2. | This Addendum may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Addendum as at the date of signature of the Party last signing one of the counterparts. |
6.3. | The persons signing this Addendum in a representative capacity warrant their authority to do so. |
FOR | HARMONY GOLD MINING COMPANY LIMITED | |||
Signature: | /s/ | |||
who warrants that he / she is duly authorised thereto | ||||
Name: | Xxxxx Xxxxxx | |||
Date: | 27 June 2013 | |||
Place: | Randfontein | |||
FOR | BUSINESS VENTURE INVESTMENTS NO 1692 PROPRIETARY LIMITED | |||
Signature: | /s/ | |||
who warrants that he / she is duly authorised thereto | ||||
Name: | Xxxxx Xxxxxx | |||
Date: | 27 June 2013 | |||
Place: | Randfontein |
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FOR | HISTOPATH PROPRIETARY LIMITED | |||
Signature: | /s/ | |||
who warrants that he / she is duly authorised thereto | ||||
Name: | M. Mashabh | |||
Date: | 5 July 2013 | |||
Place: | Sandton | |||
FOR | BUSINESS VENTURE INVESTMENTS NO 1677 PROPRIETARY LIMITED | |||
Signature: | /s/ | |||
who warrants that he / she is duly authorised thereto | ||||
Name: | M.C. Matjila | |||
Date: | 8 July 2013 | |||
Place: | Johannesburg | |||
FOR | BUSINESS VENTURE INVESTMENTS NO 1687 PROPRIETARY LIMITED | |||
Signature: | /s/ | |||
who warrants that he / she is duly authorised thereto | ||||
Name: | Livhu Nengovhela | |||
Date: | 10 July 2013 | |||
Place: | Sandton | |||
FOR | BUSINESS VENTURE INVESTMENTS NO 1688 PROPRIETARY LIMITED | |||
Signature: | /s/ | |||
who warrants that he / she is duly authorised thereto | ||||
Name: | ||||
Date: | ||||
Place: |
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FOR | THE TRUSTEES FOR THE TIME BEING OF THE HARMONY GOLD COMMUNITY TRUST | |||
Signature: | /s/ | |||
who warrants that he / she is duly authorised thereto | ||||
Name: | Xxxx Xxxxxxxxxx | |||
Date: | 27 June 2013 | |||
Place: | Randfontein |
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