| Mon 5 Jul 2010, 15:47 | | CRD - Central Rand Gold - Result Of Extraordinary General Meeting |
|
CRD
CRD
CRD - Central Rand Gold - Result Of Extraordinary General Meeting
Central Rand Gold Limited
("Central Rand Gold" or "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 2007/019223/10)
ISIN: GG00B24HM601
Share code on LSE: CRND
Share code on JSE: CRD
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
RESULT OF EXTRAORDINARY GENERAL MEETING
The Board of Central Rand Gold announces that each of the Resolutions proposed
at the Extraordinary General Meeting held today, at 11.00 a.m. to approve the
proposed Firm Placing and Placing and Open Offer of, in aggregate, 1,328,071,380
New Shares and other related matters was duly passed without amendment by the
required majority on a show of hands.
Further details of the Resolutions are set out in the combined circular and
prospectus published by Central Rand Gold and sent to Shareholders on 4 June
2010 (the "Prospectus").
Details of the proxy votes received prior to the Extraordinary General Meeting
are as set out in the table below. The number of Ordinary Shares (each carrying
one vote) in issue on 5 July 2010 was 271,611,610.
Resolution For Against Withheld
Number % Number % Number
1. 67,292,534 99.15 580,305 0.85 0
2. 67,296,073 99.15 576,766 0.85 0
3. 67,277,534 99.12 595,305 0.88 0
4. 67,257,078 99.14 580,305 0.86 35,456
Notes:
1. Percentages in table above represent % of votes cast.
2. Any proxy appointments which gave discretion to the Chairman have been
included in the `for` total.
3. A `vote withheld` is not a vote in law and is not counted in the calculation
of the proportion of the votes `for` and `against` a resolution.
4. For the reasons set out in the Prospectus, Mark Creasy, who holds 28,244,219
Shares in the Company, did not vote in respect of Resolution 1.
In accordance with the UK Listing Authority`s Listing Rules, Central Rand Gold
has forwarded two copies of the Resolutions passed at the Extraordinary General
Meeting to the Document Viewing Facility of the UK Listing Authority, where they
will shortly be available for viewing at the following address: Document Viewing
Facility, UK Listing Authority, The Financial Services Authority, 25 The North
Colonnade, Canary Wharf, London E14 5HS. The full text of the Resolutions can
also be viewed on the Company`s website, www.centralrandgold.com. Details of the
proxy votes received will also shortly be available on the Company`s website.
The Firm Placing and Placing and Open Offer remain conditional upon the Placing
and Open Offer Agreement becoming unconditional in all respects and upon
Admission.
Set out below is an expected timetable of principal events in relation to the
Firm Placing and Placing and Open Offer.
Listing of New Shares on the London 8.00 a.m. on 6 July
Stock Exchange
New Shares in uncertificated form 8.00 a.m. on 6 July
expected to be credited to accounts in
CREST
Listing of New Shares on the JSE 9.00 a.m. on 6 July
(South African time)
Dispatch of definitive share by 13 July
certificates for the New Shares in
certificated form
Notes:
1. Reference to times in this document are to London times unless otherwise
stated.
2. The times and dates set out in the expected timetable of principal events
above and mentioned throughout this document may be adjusted by Central Rand
Gold in which event details of the new times and dates will be notified to the
UK Listing Authority, and an announcement will be made on a Regulatory
Information Services and on SENS and, if appropriate, will be notified to
Shareholders. Notwithstanding the foregoing, Qualifying Shareholders may not
receive any further written communication.
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 shall 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
Sponsor
Macquarie First South Advisers (Pty) Ltd
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) Ltd +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) Ltd +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 a financial adviser 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 15:47:01 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.
