| Mon 5 Jul 2010, 8:00 | | CRD - Central Rand Gold Limited - Result of open offer |
|
CRD
CRD
CRD - Central Rand Gold Limited - Result of open offer
Central Rand Gold Limited
("CRG" or "Central Rand Gold" or the "Company" or the "Group")
(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: GG00B24HM601
Share code on LSE: CRND
Share code on JSE: CRD
RESULT OF OPEN OFFER
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. PLEASE SEE THE
IMPORTANT NOTICE BELOW
On 4 June 2010, Central Rand Gold announced a share issue to raise approximately
GBP24 million (net of expenses) through the issue of 1,328,071,380 New Shares
by way of a Firm Placing and Placing and Open Offer at a price of 2 pence
(ZAR0.224) per New Share. The Firm Placing and Placing and Open Offer are
conditional, amongst other things, on the approval of Shareholders at the EGM
being held at 11.00am today.
The Open Offer closed at 11.00 a.m. on 2 July 2010. Under the Open Offer,
valid applications have been received from Qualifying Shareholders in respect
of their Open Offer Entitlements for, in aggregate, 491,630,300 Open Offer
Shares, representing approximately 72.4 per cent. of the 679,029,025 Open Offer
Shares offered pursuant to the Placing and Open Offer. As a consequence,
187,398,725 Open Offer Shares were available pursuant to the Excess Application
Facility. Valid applications pursuant to the Excess Application Facility have
been received in respect of 102,635,163 New Shares, representing approximately
54.8 per cent. of the New Shares available under the Excess Application
Facility. Accordingly, applications for Excess Shares under the Excess
Application Facility have been satisfied in full and the balance of 84,763,562
Open Offer Shares not taken up under the Excess Application Facility have been
allocated to those institutional shareholders and other investors with whom
they had been conditionally placed under the terms of the Placing. The Capital
Raising was fully underwritten.
In addition to the Placing and Open Offer, a further 649,042,355 New Shares
will be issued through the Firm Placing.
Shareholder approval to effect the Firm Placing and Placing and Open Offer
will be sought at the General Meeting to be held at 11.00 a.m. today at the
offices of Carey Olsen, Carey House, Les Banques, St. Peter Port, Guernsey GY1
4BZ. Subject to Shareholder approval, application will be made for the Admission
of 1,328,071,380 New Shares to the Official List of the UK Listing Authority
and to trading on the London Stock Exchange`s market for listed securities and
to trading on the Main Board of the JSE Limited. It is expected that Admission
and commencement of dealings in the New Shares will become effective at 8.00
a.m. on 6 July 2010. New Shares in uncertificated form are expected to be
credited to CREST accounts by 8.00 a.m. on 6 July 2010, and definitive share
certificates for the New Shares in certificated form are expected to be
despatched by 13 July 2010. The Firm Placing and Placing and Open Offer
remain conditional upon the Placing and Open Offer Agreement becoming
unconditional in all respects and Admission.
The Enlarged Issued Share Capital of Central Rand Gold following Admission
will be 1,599,682,990 Shares in aggregate. The New Shares will, when issued
and fully paid, rank pari passu in all respects with the Existing Shares.
This announcement should be read in conjunction with the full text of the
Prospectus published by Central Rand Gold on 4 June 2010. Definitions used in
the Prospectus have the same meanings when used in this announcement unless
the context otherwise requires. Copies of the Prospectus are available at the
UK Listing Authority`s Document Viewing Facility, which is situated at The UK
Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and
on the Company`s website at www.centralrandgold.com. In addition, copies of
the Prospectus are available for inspection up to Admission at the offices of
Evolution Securities Limited at 100 Wood Street, London EC2V 7AN, at the
Company`s registered office at Sydney Vane House, Admiral Park, St. Peter
Port, Guernsey, and at its office at 6-10 Houghton, Johannesburg, South Africa
2.
5 July 2010
Johannesburg
JSE Sponsor
Macquarie First South Advisers (Pty) Limited
For further information, please contact:
Central Rand Gold +27 (0) 11 551 4000
Johan du Toit / Patrick Malaza
Evolution Securities Limited +44 (0) 20 7071 4300
Simon Edwards / Chris Sim / Neil Elliot
Macquarie First South Advisers (Pty) Limited +27 (0) 11 583 2000
Annerie Britz / Melanie de Nysschen / Manisha
Ramlakhan
Buchanan Communications +44 (0) 20 7466 5000
Bobby Morse / Katharine Sutton
Jenni Newman Public Relations (Pty) Limited +27 (0) 11 506 7300
Jenni Newman / Megann Outram
Evolution Securities, which is authorised and regulated in the United Kingdom
by the FSA and Macquarie First South, which is authorised and regulated by
the South African Financial Services Board, are acting exclusively for the
Company and no one else in connection with the Capital Raising and will not
regard any other person (whether or not a recipient of this announcement) as
their client in relation to the Capital Raising and will not be responsible
to anyone other than the Company for providing the protections afforded to their
respective clients or for providing advice in relation to the Capital Raising or
any matters referred to in this announcement.
Macquarie is acting as JSE Sponsor to the Company and not as an underwriter, in
relation to the Capital Raising.
This announcement has been issued by, and is the sole responsibility of, Central
Rand Gold Limited. Apart from the responsibilities and liabilities, if any,
which may be imposed by the FSMA, neither Evolution or Macquarie nor any of
their affiliates, parent undertakings, subsidiary undertakings or subsidiaries
of their parent undertakings or any of their respective directors, officers,
employees or advisers or any other person accepts any responsibility whatsoever
and makes no representation or warranty, express or implied, for or in respect
of the contents of this announcement or as to the accuracy or completeness or
fairness of the information or opinions contained in this announcement and,
without prejudice to the generality of the foregoing, no responsibility or
liability is accepted by any of them for any such information or opinions or
for any errors or omissions.
Cautionary note regarding forward looking statements
This announcement contains forward-looking statements which reflect the
current view of the Company or, as appropriate, of the Directors with respect
to financial performance, business strategy, plans and objectives of management
for future operations (including development plans relating to the Group`s
products and services).
These forward-looking statements relate to the Group and the sectors and
industries in which the Group operates. Statements which include the words
"expects", "intends", "plans", "believes", "projects", "anticipates", "will",
"targets", "aims", "may", "would", "could", "continue" and similar statements
of a future or forward-looking nature identify forward-looking statements for
purposes of the US federal securities laws or otherwise.
All forward-looking statements included in this announcement address matters
that involve known and unknown risks and uncertainties. Accordingly, there are
or will be important factors that could cause the Group`s actual results to
differ materially from those indicated in these statements. These factors
include but are not limited to those described in the section of the Prospectus
on Risk Factors, which should be read in conjunction with the other cautionary
statements that are included in this announcement. Although the Company and the
Directors have attempted to identify all factors that may influence the accuracy
of any forward-looking statement there remain factors which are impossible to
foresee and which may cause results or events to differ materially from those
predicted. Any forward-looking statements in this announcement reflect the
Company`s and Directors` current views with respect to future events and are
subject to these and other risks, uncertainties and assumptions relating to the
Group`s operations, results of operations, growth strategy and liquidity.
Any forward-looking statements speak only as of the date of this announcement.
Subject to any obligations under the Prospectus Rules, the Listing Rules, the
Disclosure and Transparency Rules and the JSE Listings Requirements, the Company
undertakes no obligation to update publicly or review any forward-looking
statement, whether as a result of new information, future developments or
otherwise. All subsequent written and oral forward-looking statements
attributable to the Company, the Directors, or any member of the Group or
individuals acting on behalf of the Group are expressly qualified in their
entirety by this paragraph.
Prospective investors should specifically consider the factors identified in the
prospectus which could cause actual results to differ before making an
investment decision.
Important notice
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS WHICH IS TO BE
PUBLISHED IN DUE COURSE. THE PROSPECTUS, WHEN PUBLISHED, WILL BE MADE AVAILABLE
ON CENTRAL RAND GOLD`S WEBSITE AND WILL BE AVAILABLE FOR INSPECTION AT THE UK
LISTING AUTHORITY`S DOCUMENT VIEWING FACILITY.
Neither the content of the Company`s website nor any website accessible by
hyperlinks on the Company`s website is incorporated in, or forms part of, this
announcement.
General
This announcement does not constitute an offer to sell, or the solicitation of
an offer to subscribe for or buy, New Shares in any jurisdiction in which such
offer or solicitation is unlawful and is not for distribution in or into the
Restricted Territories. In particular, the New Shares offered by this prospectus
have not been and will not be registered under the applicable securities laws
of the United States of America, Canada, or Japan and, may not be offered or
sold directly, or indirectly, in or into the United States of America, Canada,
or Japan, or to any person resident in the United States of America, Canada,
or Japan.
No action has been or will be taken in any jurisdiction, other than the United
Kingdom and South Africa that would permit a public offering of the New Shares,
or possession or distribution of this announcement or any other offering
material, in any country or jurisdiction where action for that purpose is
required. Accordingly, the New Shares may not be offered or sold, directly or
indirectly, and neither this announcement nor any other offering material or
advertisement in connection with the New Shares may be distributed or published
in or from any country or jurisdiction except under circumstances that will
result in compliance with any applicable rules and regulations of any such
country or jurisdiction.
The distribution of this announcement and the offer of the New Shares in
certain jurisdictions may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about and observe
any restrictions, including those set out in the Prospectus. Any failure to
comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. This announcement does not constitute an offer
to subscribe for or buy any of the New Shares offered hereby to any person
in any jurisdiction to whom it is unlawful to make such offer or solicitation
in such jurisdiction.
Date: 05/07/2010 08:00:02 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.
