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JCD KRHT
JCD
JCD - JCI Limited - Update To Shareholders And Renewal Of Cautionary
Announcement
JCI LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1894/00854/06
Share code: JCD ISIN: ZAE0000039681 (Suspended)
("JCI")
UPDATE TO SHAREHOLDERS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT
Claim against JCI by Randgold & Exploration Company Limited ("R&E")
1. Shareholders are referred to the SENS and press announcement of JCI dated
5 May 2009 in which shareholders were informed that JCI, JCI Investment
Finance ("JCIIF") and R&E had signed a memorandum of understanding
("MOU") as a precursor to a settlement agreement to be concluded between
the parties by 31 May 2009.
2. The settlement agreement was not concluded by that date but the parties
remained hopeful that a settlement could nevertheless be achieved and
negotiations continued.
3. On 31 August 2009 a settlement agreement was signed by JCI, JCIIF and R&E
but lapsed due to non-fulfilment of certain suspensive conditions.
4. On 16 September 2009 the parties re-signed the settlement agreement
referred to in (3) above ("the settlement agreement"), which was subject
to the fulfilment of a number of suspensive conditions, one of which
required certain shareholders of JCI to furnish irrevocable undertakings
within two business days of the signature of the settlement agreement to
support the settlement agreement and to vote in favour of the resolutions
to be passed at shareholders meetings of JCI. Such irrevocable
undertakings were however not forthcoming.
5. Shareholders are therefore advised that the settlement agreement has
lapsed due to the non-fulfilment of the suspensive condition referred to
above.
6. As the settlement agreement has lapsed, the dispute between R&E and JCI
remains unresolved. The disputed claims will therefore have to be
referred to the appropriate forum for adjudication. If the parties are
unable to agree on such a forum it will have to be determined by the
Court.
7. Instructions have been given to JCI`s legal team to make necessary
arrangements in this regard.
8. Shareholders are advised that R&E`s claims against JCI accordingly remain
disputed. The outcome will depend on the result of the anticipated
litigation and possible further negotiations. The board will keep
shareholders informed of developments.
9. JCI shareholders are accordingly advised to continue to exercise caution
in trading their shares over the counter.
Johannesburg
23 September 2009
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
Date: 23/09/2009 14:09:01 Produced by the JSE SENS Department.
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