| Tue 5 May 2009, 17:51 | | RNG/JCD - Randgold & Exploration Company Limited/JCI Limited - Proposed |
|
JCD RNG KRHT
JCD RNG
RNG/JCD - Randgold & Exploration Company Limited/JCI 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 ISIN: ZAE000008819 (Suspended)
ADR Ticker symbol: RNG
Nasdaq trading symbol: RANGY (Delisted)
("R&E")
JCI LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1894/00854/06
Share code: JCD ISIN: ZAE0000039681 (Suspended)
("JCI")
PROPOSED SETTLEMENT AGREEMENT AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
JCI, JCI Investment Finance (Pty) Limited ("JCIIF") and R&E ("the companies")
are pleased to announce that earlier today they have signed a Memorandum of
Understanding ("MOU"), following the failure of the scheme of arrangement
proposed by R&E to JCI and its shareholders, as announced on 9 April 2009. The
MOU is a precursor to a settlement agreement to be concluded between the
companies on terms acceptable to them by 31 May 2009.
The MOU contemplates that the implementation of the settlement agreement will
bring about a full and final settlement of all of R&E`s claims against JCI and
vice-versa.
In terms of the MOU, and subject to the fulfilment of various suspensive
conditions to be provided for in the settlement agreement:
1. JCI and JCIIF shall cause 6 051 632 Gold Fields Limited ordinary
shares to be registered in the name of R&E;
2. JCI shall cause 8 305 427 R&E ordinary shares, which are registered in
the name of JCI, to be registered in the name of R&E;
3. R&E shall cause 305 186 049 JCI ordinary shares which are registered
in the name of R&E to be registered in the name of JCI;
4. JCI and JCIIF shall transfer 50% of their direct and indirect claims
and/or economic benefits in respect of 357 374 000 preference shares
in Xelexwa Investment Holdings (Pty) Limited (in liquidation)
(formerly known as Jaganda (Pty) Limited) to R&E; and
5. JCI shall cause the transfer of 50% of the JCI group`s direct and/or
indirect interest, claims and/or economic benefits in respect of
Boschendal to R&E.
In terms of the MOU the companies will now endeavour to conclude a binding
settlement agreement by 31 May 2009. The settlement agreement if concluded is an
alternative to the proposed merger and will result in a similar financial
outcome for the shareholders of both companies.
The settlement agreement will be subject to a number of suspensive conditions
one of which is that a suitable agreement be concluded with Investec Bank
Limited ("Investec"), limiting the Investec raising fee as referred to in the
R&E circular of 5 December 2008 and the JCI circular of 15 December 2009 ("the
circulars") to R275 000 000 and that the relevant assets held by Investec as
security in respect of the Investec loan as referred to in the circulars be
released by Investec.
The terms of the settlement agreement will be detailed in Circulars to be
furnished to the shareholders of the companies in due course, to whom the
settlement will be presented for approval and/or ratification.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcements, the last of which was dated 17 April
2009, shareholders are advised to continue to exercise caution when trading in
their shares over-the-counter until a further announcement is made.
Johannesburg
5 May 2009
Sponsor to R&E
PSG Capital (Pty) Limited
Sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited
Date: 05/05/2009 17:51:18 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
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.
