| Wed 27 Feb 2008, 8:58 | | RNG - Randgold & Exploration Company - Correction Of Announcement |
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RNG
RNG
RNG - Randgold & Exploration Company - Correction Of Announcement
Dated 13 December 2007
RANDGOLD & EXPLORATION COMPANY LIMITED
("R&E")
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
CORRECTION OF ANNOUNCEMENT DATED 13 DECEMBER 2007
Shareholders are referred to the Net Asset Value Information announcement
released by R&E on SENS on 13 December 2007 and in the press on 14 December
2007. Note 3 to the Group NAV statement was correctly released in the press, but
section 3.1 excluded from the SENS announcement. The complete note is presented
below:
"3. Listed investments
Notes Number of Value per Value
shares share R`000
R
Gold Fields 2 028 684 128.0900 259 854
JCI 3.1 265 935 854 0.3025 80 452
Other listed 14 765
investments
Kelgran 2 324 830 0.1408 327
Pan Palladium 3.2 18 100 000 0.7977 14 438
355 071
The value of listed investments, except for the investment in
JCI (currently suspended on the JSE), is based on the VWAP for
March 2007 comprising 21 trading days.
3.1 The value of the JCI investment is based on the Net Asset
Value per JCI share at 31 March 2007 which is disclosed in the
JCI Group Net Asset Value Statement, published on the same date
as this statement. The JCI value is adjusted to reflect the
proposed merger ratio of 95 to 1, as was announced on 23 April
2007.
JCI
R
Net Asset Value per share - JCI Group Net Asset Value Statement
1.0324
Net Asset Value per share - adjusted to reflect the proposed
merger ratio
0.3025
3.2 The Pan Palladium shares were sold subsequent to 31 March
2007 for AU$0.165 per share realising net proceeds of
AU$2 976 047 (equating to R18 162 816)."
FORWARD-LOOKING STATEMENT AND 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, 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 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 existence of any possible unknown
liabilities, the willingness of any governmental authority to sanction any
merger; 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 there to 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.
This publication is not an offer of securities for sale in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration. Any public offering of securities to be made
in the United States will be made by means of a prospectus that may be obtained
from R&E and that will contain detailed information about the Company and
management, as well as financial statements. R&E does not intend to make any
public offering of securities in the United States or to register any part of
the present or proposed offering in the United States.
27 February 2008
Johannesburg
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 27/02/2008 08:58:05 Produced by the JSE SENS Department.
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employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
