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RNG JCD
RNG
RNG - Randgold & Exploration Company Limited - Proposed settlement agreement and
renewal of cautionary announcement
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG (Suspended)
ISIN: ZAE000008819
(R&E)
JCI LIMITED
Incorporated in the Republic of South Africa)
Registration number 1894/000854/06)
Share code: JCD (Suspended)
ISIN: ZAE000039681
("JCI")
PROPOSED SETTLEMENT AGREEMENT AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
JCI and R&E are pleased to announce that they yesterday signed a Memorandum of
Understanding ("MOU").
In terms of the MOU, and subject to the fulfilment of conditions precedent:
* JCI shall cause 8 650 000 Gold Fields Limited shares to be registered in
the name of R&E;
* JCI shall cause 6 196 868 R&E shares, which are registered in the name of
JCI to be registered in the name of R&E;
* R&E shall cause 265 935 854 JCI shares, which are registered in the name of
R&E to be transferred to JCI; and
* JCI shall register 285 899 200 Jaganda (Pty) Limited preference shares
("the prefs") in the name of R&E(Being 80% of JCI`s interest in the prefs)
In terms of the MOU, the companies will endeavour to conclude a binding
Settlement Agreement ("Settlement Agreement") within 21 days, which is intended
to provide for a full and final settlement of all claims by R&E against JCI and
vice versa. The Settlement Agreement, if concluded, is an alternative to the
proposed merger and will result in a similar financial outcome for the
shareholders of the companies.
The Settlement Agreement will be subject to a number of conditions precedent
which will be included in circulars for approval by the shareholders of JCI and
R&E in general meeting. It is intended that should the Settlement Agreement
become binding on JCI and R&E, the proposed merger (which has not been aborted
at this stage) will not proceed.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcements, the last of which were dated 10 July
2008, shareholders are advised to continue to exercise caution when trading in
their shares over-the-counter until a further announcement is made.
22 July 2008
Johannesburg
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 23/07/2008 08:12:01 Produced by the JSE SENS Department.
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