| Fri 4 Apr 2008, 15:15 | | JCD / RNG - JCI Limited / Randgold & Exploration - Update To shareholders |
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JCD RNG KRHT
JCD RNG
JCD / RNG - JCI Limited / Randgold & Exploration - Update To shareholders
JCI LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1894/000854/06
Share code: JCD & ISIN: ZAE0000039681 (Suspended)
("JCI")
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1992/005642/06)
Share code: RNG & ISIN: ZAE000008819 (Suspended)
ADR Ticker symbol: RNG
Nasdaq trading symbol: RANGY (Delisted)
("R&E")
UPDATE TO SHAREHOLDERS
Proposed merger of Randgold & Exploration Company Limited ("R&E") and JCI
Limited ("JCI") and in terms of a scheme of arrangement ("the scheme")
Shareholders are advised that the draft R & E and JCI circulars were delivered
to the JSE and the Securities Regulation Panel on 2nd April 2008 for approval
and/or response.
As soon as approval is obtained from the regulators, shareholders will be
advised of the dates upon which the respective meetings of shareholders will be
held to give effect to the merger.
Johannesburg
4 April 2008
Sponsor and Corporate Adviser
Sasfin Capital
A division of Sasfin Bank Limited
Certain statements in this announcement, as well as oral statements that may be
made by the officers, directors or employees of each of R&E or JCI 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 combined value of the net assets of
R&E and JCI; the fairness of the proposed merger ratio; the ability of R&E and
JCI to successfully consummate a merger that is approved by the shareholders and
is acceptable to the necessary governmental authorities or, failing that, to
successfully complete an arbitration or mediation in a costly manner; the fraud
and misappropriation that are alleged to have occurred and the time periods
affected thereby; the ability of R&E and JCI to recover any misappropriated
assets and investments; the outcome of any proceedings on behalf of, or against
R&E or JCI; the ability of each of R&E and JCI to complete its forensic
investigation and prepare audited financial statements; the time period for
completing the 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 ultimate impact on the 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 of R&E and JCI. Although R&E and JCI believe 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 combined values of the net assets of R&E and JCI,
particularly in light of the absence of any independent valuations; the
existence of any unknown liabilities; the age of the financial information
included in any announcements and the absence of any audited financial
statements or unqualified fairness opinions; 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`s assets or otherwise and the solvency of any such
parties, including JCI; the ability of any alleged perpetrators to successfully
counter-sue JCI following the scheme of arrangement for any recoveries that R&E
may be able to obtain; which would reduce the value of JCI and accordingly R&E;
the acceptance of any statement and opinion of the Mediators by the shareholders
of R&E and JCI; the ability of R&E and JCI to successfully defend any
counterclaims or proceedings against them; the ability of each of R&E and JCI
and the forensic investigators to obtain the necessary information with respect
to the transactions, assets, investments, subsidiaries and associated entities
of R&E and JCI to complete the forensic investigation and prepare audited
financial statements; the willingness and ability of the 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 JCI or not currently considered material by R&E
or JCI; 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: 04/04/2008 15:15:48 Produced by the JSE SENS Department.
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JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
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.
