| Thu 21 May 2009, 15:30 | | CRD - Central Rand Gold Limited - Results of annual general meeting |
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CRD
CRD
CRD - Central Rand Gold Limited - Results of annual general meeting
Central Rand Gold Limited ("CRG" or the "Company")
(Incorporated as a company with limited liability under the laws of
Guernsey, Company Number 45108)
(Incorporated as an external company with limited liability under the
laws of South Africa, registration number 2007/0192231/10)
ISIN: GG00B248M601
Share code on LSE: CRND
Share code on JSE: CRD
RESULTS OF ANNUAL GENERAL MEETING
The Company is pleased to announce that at its Annual General Meeting
held at 11.00 a.m. on 21 May 2009 (BST) (12:00 noon SA), all of the
Resolutions proposed by the Directors were passed by shareholders.
At the AGM the following resolutions were put to the meeting as ordinary
resolutions:
1. To receive and consider the Company`s annual report and accounts
for the financial year ended 31 December 2008.
2. To re-appoint Moore Stephens LLP as auditors to the Company and to
authorise the directors to fix their remuneration.
3. To elect Sarel Johan du Toit as a director of the Company.
Resolution 4, which was a resolution to re-elect Michael Allen Sullivan
as a director of the Company, was not put to the meeting following Mr
Sullivan`s resignation from the Board, which was announced on 19 May
2009.
5. To re-elect Nicholas Campbell Farr-Jones as a director of the
Company.
The following resolution was put to the meeting as an extraordinary
resolution:
6. The directors be empowered to allot equity securities wholly
for cash free of pre-emption provisions in the Articles of
Association:
(a) by way of rights to holders of ordinary shares; and
(b) otherwise than in (a) above up to a maximum aggregate
nominal amount equal to GBP123,459.
The following resolutions were put to the meeting as special
resolutions:
7. To amend the existing articles of association to deal with:
(i) changes introduced by the Companies (Guernsey) Law,
2008, as amended (or Guernsey Companies Act);
(ii) the removal of definitions that are no longer
required and the amendment of typographical errors;
(iii) making changes to the notification requirements for
Shareholders in relation to interests in Ordinary
Shares; and
(iv) allowing notices of meetings to be sent in
electronic form or provided by electronic means.
8. To amend the existing memorandum of association to deal with
the following:
(a) The Guernsey Companies Act provides that a company`s
objects are unrestricted unless restricted in its
memorandum of incorporation. Accordingly, clause 3 is
deleted to ensure the object of the Company are
unrestricted.
(b) The Guernsey Companies Act only requires the memorandum
of incorporation to refer to:
(i) the name of the Company;
(ii)that the Company`s office is situated in Guernsey;
(iii)the type of company (being non-cellular under
section 2(1) of the Guernsey Companies Act); and
(iv)a statement to the effect that the members`
liability is limited to the amount paid up on their
shares.
Accordingly (i) a new clause 3 is inserted to state that the
Company is non-cellular; and (ii) clauses 5, 6, 7 and 8 are
deleted. As the Company has an authorised share capital,
clause 5 will refer to the authorised capital of GBP10,000,000
divided into 1,000,000,000 shares of GBP0.01 each.
(c) Under the Guernsey Companies Act, after 1 January 2010,
any amendments to the memorandum of incorporation shall
require the unanimous consent of the members unless the
memorandum of incorporation provides otherwise. A new
clause 6 is inserted to deal with this high threshold
which provides that the Company`s memorandum of
incorporation may be amended with approval of a special
resolution of the Members.
The proxy votes cast before the meeting were as follows:-
Resolution For Against Vote withheld
1 104,866,926 2,013,847 1,060,785
2 107,941,307 - 251
3 107,941,558 - -
4 (Not Proposed) 107,941,307 - 251
5 82,905,410 25,035,896 252
6 105,373,811 2,567,747 -
7 104,409,210 2,073,503 1,458,845
8 103,914,966 - 4,026,592
Issued ordinary share capital as at 21 May 2009: 246,919,650
Disclosure of Beneficial Interests (Article 7)
One of the most significant amendments to the Articles of Association
are the changes made in respect of the disclosure of beneficial
interests in shares.
Article 7.16 is amended so that each Shareholder is obliged to comply
with the Disclosure Rules and Transparency Rules ("DTR") as if the
Company was incorporated in the UK.
The Company was, until the passing of resolution 7 above, classified as
a "Non-UK Issuer" under the DTR. This meant that before the changes
were made to the Existing Articles, each Shareholder had to comply with
the requirements for Non-UK Issuers under DTR 5.1. This required that a
Shareholder must notify the Company of the percentage of voting rights
he holds as a shareholder in the Company or directly or indirectly
through financial instruments if the percentage of voting rights
reached, exceeded or fell below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%
as a result of an acquisition or disposal of shares or financial
instruments or as a result of events changing the breakdown of voting
rights and on the basis of information issued by the Company.
DTR 5.8 notes that a Shareholder must make the notification required
under DTR 5.1 as soon as possible and in any event not later than four
trading days after the date (the "Date") on which the person (i) learns
of the acquisition or disposal or of the possibility of exercising
voting rights or, having regard to the circumstances, should have
learned of it, regardless of the date on which the acquisition, disposal
or possibility of exercising voting rights takes effect or (ii) is
informed on the basis of information disclosed by the Company of events
changing the breakdown of voting rights which results in the person
reaching, exceeding or falling below a relevant threshold.
DTR 5.9 states that a Shareholder making a notification under DTR 5.1
must at the same time file a copy of such information with the Financial
Services Authority. The information filed with the Financial Services
Authority must include a contact address of the person making the
notification (this information need not be given to the Company).
The Company, under DTR 5.8, must on receipt of a notification from
Shareholders, as soon as possible and in any event not later than the
end of the third trading day following receipt of the notification, make
public all of the information contained in the notification.
The Company under DTR 5.6 is required, at the end of each calendar month
during which an increase or decrease has occurred, to disclose to the
public the total number of voting rights and Ordinary Shares issued or
in treasury.
The changes to Article 7.16 approved on the passing of Resolution 7 at
the AGM mean that:
(i) each Shareholder must comply with the DTR as if the Company was
incorporated in the UK. This meant that a Shareholder must now
notify the Company of the percentage of voting rights he holds as a
shareholder in the Company or directly or indirectly through
financial instruments if the percentage of voting rights, reaches,
exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1%
threshold thereafter up to 100% as a result of an acquisition or
disposal of shares or financial instruments or as a result of
events changing the breakdown of voting rights and on the basis of
information issued by the Company;
(ii)each Shareholder under DTR 5.8 must notify the Company within two
trading days of the Date instead of four trading days as referred
to above; and
(iii)the Company under DTR 5.8 must on receipt of a notification by no
later than the end of the trading day (instead of the end of the
third trading day) following receipt of the notification make
public all the information.
The Board considers it is in the best interests of the Company to make
these changes to the Shareholders` notification requirements in order
that the Board is aware of relevant incremental changes in the Company`s
shareholder base.
Issued on behalf of: Central Rand Gold Limited
Date: 21 May 2009
Contact:
Johan du Toit
Wayne Epstein
(011) 551 4000
info@centralrandgold.com
Enquiries:
Buchanan Communications Limited +44 (0) 20 7466 5000
Bobby Morse / Ben Willey
Evolution Securities Limited +44 (0) 20 7071 4300
Simon Edwards / Chris Sim / Neil Elliot
Jenni Newman Public Relations (Pty) Ltd + 27 (0) 11 772 1033
Jenni Newman / Megann Outram
Macquarie First South Corporate Finance + 27 (0) 11 343 2307
Amanda Markman / Thato Morojele /
Annerie van den Berg
Date: 21/05/2009 15:30:02 Produced by the JSE SENS Department.
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