| Thu 6 Nov 2008, 17:45 | | RNG/ JCD - Randgold & Exploration Company Limited/JCI Limited - The proposed |
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JCD RNG
JCD RNG
RNG/ JCD - Randgold & Exploration Company Limited/JCI Limited - The proposed
merger of the companies and the further renewal of cautionary announcement
Randgold & Exploration Company Limited (Suspended)
Incorporated in the Republic of South Africa)
Registration number 1992/005642/06)
Share code: RNG
ISIN: ZAE000008819
Nasdaq trading symbol: RANGY (delisted)
ADR ticker symbol: RNG
("R&E")
JCI Limited (Suspended)
(Incorporated in the Republic of South Africa)
Registration number 1894/00854/06
Share code: JCD & ISIN: ZAE000039681
("JCI")
JOINT ANNOUNCEMENT BY R&E AND JCI (collectively "the companies" or "both
companies"): THE PROPOSED MERGER OF THE COMPANIES AND THE FURTHER RENEWAL OF
CAUTIONARY ANNOUNCEMENT
1. On 26 August 2008, R&E announced on SENS that the company had not been able
to achieve the settlement agreement with JCI as envisaged in the Memorandum
of Understanding (MOU) signed by the companies and furthermore, had not
been able to effect the proposed merger as contemplated in the joint SENS
announcement of 23 April 2007.
2. R&E announced further that, the merger having failed, the dispute between
the companies would be referred to arbitration.
3. On 27 August 2008, JCI published a SENS announcement stating that in its
view there was no reason why the merger should be aborted and that JCI
intended engaging with R&E in regard to the issues raised in R&E`s
announcement.
4. Following R&E`s SENS announcement of 26 August 2008, discussions with
shareholders and JCI regarding a possible merger were revived. These
discussions have progressed to such a stage that R&E no longer feels it
necessary to persist with its position as announced on 26 August 2008.
5. On 31 October 2008 R&E renewed its cautionary announcement and indicated
that it is engaged in "without prejudice" discussions with JCI regarding
the possibility of a merger.
6. The Boards of R&E and JCI have each resolved to proceed with the merger of
the companies based on a merger ratio of 1 R&E share in exchange for every
95 JCI shares which is the ratio proposed in the announcement of 23 April
2007.
7. The proposal will be subject to regulatory approval being obtained, the
shareholders of R&E and JCI voting in favour thereof, and the scheme of
arrangement to be proposed by R&E to JCI shareholders (excluding R&E) being
implemented in all respects by 31 March 2009 or such later date as may be
agreed between the companies.
7. The successful implementation of the proposed merger will result in:
7.1 R&E becoming the owner of the entire issued share capital of JCI,
thereby obtaining control of the underlying business and assets of
JCI; and
7.2 the listing of JCI shares on the JSE, being terminated; and
7.3 the current shareholders of R&E and JCI, owning approximately 78% and
22% of the post merger R&E share capital respectively.
8. Shareholders in both companies will be kept abreast of developments as soon
as practically possible. Both companies have resubmitted draft
documentation to the JSE Limited and Securities Regulation Panel for
approval.
9. Accordingly, shareholders in both companies are advised to continue to
exercise caution when trading in their shares over the counter.
6th November 2008
Johannesburg
Sponsor to R&E
PSG Capital (Pty) Limited
Sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited
Date: 06/11/2008 17:45:30 Produced by the JSE SENS Department.
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