| Tue 24 Apr 2007, 7:30 | | RNG - Randgold & Exploration Company Limited - App |
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RNG
RNG
RNG - Randgold & Exploration Company Limited - Application served by
Trinity
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG
ISIN: ZAE000008819 (Suspended)
Nasdaq trading symbol: RANGY (delisted)
ADR ticker symbol: RNG
("R&E" or "the Company")
1. Application served by Trinity on Messrs. D Nurek, P Gray and the
Company.
Shareholders are advised, that on 29 March 2007, Trinity Preferred
Provident Fund and four others ("Trinity"), served an application on R&E,
its Chairman David Nurek and CEO Peter Gray, in terms whereof, Trinity
seeks inter alia, an order against Messrs Nurek and Gray, interdicting and
restraining them from involving themselves in, or exercising any powers
concerning any issue relating to R&E`s claims against JCI. Trinity
contends that Messrs Nurek and Gray stand in a position of conflict.
R&E and Messrs Nurek and Gray are resisting the relief claimed against
them.
2. Further application served by Trinity on The Registrar of Companies
and Close Corporations ("the Registrar of Companies") and R&E.
Shareholders are further informed, that on 3 April 2007, Trinity proceeded
with a second application against the Registrar of Companies and R&E in
terms of which Trinity seeks inter alia, to review the decision by the
Registrar of Companies to convene the General Meeting which was held on 9
March 2007, in accordance with the provisions of Section 179(4) of the
Companies Act, and further asks inter alia, that Johann Blersch and Tom
Dale be re-instated as Directors of R&E, and that all decisions reached by
the Board of R&E post 9 March 2007, be set aside. R&E is taking advice on
the application and intends opposing it.
3. Renewal of cautionary announcement to R&E shareholders.
Until the publication of further information, shareholders are advised to
continue to exercise caution in trading their shares over-the-counter.
23 April 2007
Johannesburg
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
FORWARD-LOOKING STATEMENT DISCLAIMER FOR R&E
Certain statements in this announcement, as well as oral statements that
may be made by R&E`s officers, directors or employees acting on its behalf
relating to such information, contain "forward-looking statements" within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995,
specifically Section 27A of the U.S. Securities Act of 1933 and Section 21E
of the U.S. Securities Exchange Act of 1934. All statements, other than
statements of historical facts, are "forward-looking statements". These
include, without limitation, those statements concerning the value of the
net assets of R&E and JCI; the ability of the companies to successfully
consummate a merger that is approved by the shareholders and is acceptable
to the necessary governmental authorities, the fraud and misappropriation
that are alleged to have occurred and the time periods affected thereby;
the ability of R&E to recover any misappropriated assets and investments;
the outcome of any proceedings on behalf of, or against R&E; R&E`s ability
to complete its forensic investigation and prepare audited financial
statements; the time period for completing its forensic investigation and
audited financial statements; the amount of any claims R&E is or is not
able to recover against others, including JCI, and the success of its
mediation with JCI; the likelihood and economic parameters of any merger
arrangement between JCI and R&E; the estimated valuations given to assets
and liabilities in the NAV statement; and the ultimate impact on R&E`s
previously released financial statements and results, assets and
investments, including with respect to Randgold Resources Limited,
business, operations, economic performance, financial condition, outlook
and trading markets. Although R&E believes that the expectations reflected
in such forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to be correct, particularly in
light of the extent of the alleged frauds and misappropriations uncovered
to date. Actual results could differ materially from those implied by or
set out in the forward-looking statements.
Among other factors, these include the inherent difficulties and
uncertainties in ascertaining the values of the net assets of the
companies, particularly in light of the absence of any independent
valuations, the existence of any unknown liabilities, the willingness of
any governmental authority to sanction any merger in light of the absence
of independent valuations or otherwise; the extent, magnitude and scope of
any fraud and misappropriation that may be ultimately determined to have
occurred and the time periods and facts related thereto following the
completion of the forensic investigation and any other investigations that
may be commenced and the ultimate outcome of such forensic investigation;
the ability of R&E to successfully assert any claims it may have against
other parties for fraud or misappropriation of R&E assets or otherwise and
the solvency of any such parties, including JCI; the determinations of the
mediators and acceptance of any such determinations by the shareholders of
R&E and JCI; the ability of R&E to defend successfully any counterclaims or
proceedings against it; the ability of R&E and its forensic investigators
to obtain the necessary information with respect to R&E`s transactions,
assets, investments, subsidiaries and associated entities to complete the
forensic investigation and prepare audited financial statements; the
willingness and ability of R&E`s forensic investigators and auditors to
issue any final opinions with respect thereto; the ability of R&E to
implement improved systems and to correct its late reporting; the JSE
Limited`s willingness to lift its suspension of the trading of R&E`s
securities on that exchange; changes in economic and market conditions;
fluctuations in commodity prices and exchange rates; the success of any
business and operating initiatives, including any mining rights; changes in
the regulatory environment and other government actions; business and
operational risk management; other matters not yet known to R&E or not
currently considered material by R&E; and the risks identified in Item 3 of
R&E`s most recent annual report on Form 20-F filed with the SEC and its
other filings and submissions with the SEC.
All forward-looking statements attributable to R&E, or persons acting on
its behalf, are qualified in their entirety by these cautionary statements.
R&E expressly disclaims any obligation to release publicly any update or
revisions to any forward-looking statements to reflect any changes in
expectations, or any change in events or circumstances on which those
statements are based, unless otherwise required by law.
Date: 24/04/2007 07:30:02 Produced by the JSE SENS Department.
