| Mon 8 Nov 2010, 17:30 | | RNG - Randgold & Exploration Company Limited - Update to shareholders - |
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RNG
RNG
RNG - Randgold & Exploration Company Limited - Update to shareholders -
distribution in specie and special dividend to R&E shareholders
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG
ISIN: ZAE000008819
("R&E" or "the Company")
UPDATE TO SHAREHOLDERS - DISTRIBUTION IN SPECIE AND SPECIAL DIVIDEND TO R&E
SHAREHOLDERS
INTRODUCTION
1. Shareholders of R&E are referred to the announcement released by the
Company on SENS on 12 October 2010 and in the press on 13 October 2010
("the announcement") regarding the proposed distribution in specie of R&E`s
shareholding in Gold Fields Limited ("Gold Fields"), comprising 2,270,687
ordinary shares in Gold Fields ("the Gold Fields Shares"), to shareholders
of R&E ("R&E shareholders" or "the Shareholders") and the proposed special
dividend of 90 cents per share to the R&E shareholders. A circular ("the
circular")was posted to R&E shareholders today containing full details of
the aforesaid distribution in specie and special dividend (collectively
referred to as "the Distributions") and incorporating a notice convening a
general meeting of shareholders.
GENERAL MEETING
2. Shareholders are advised that the general meeting at which the requisite
approvals for the Distributions will be sought from the shareholders ("the
general meeting"), as more fully set out in the circular, will be held at
11h00 on Tuesday, 30 November 2010 at MW Business Centre, Michelangelo
Hotel, Mandela Square, Sandton, South Africa.
SALIENT DATES
3. Shareholders should note the following salient dates in regard to the
Distributions. The last day to trade in order to participate in the
Distributions will be on Friday, 7 January 2011, while trade in ordinary
R&E shares will commence trading ex distribution in specie and ex special
dividend on Monday, 10 January 2011. The record date on which R&E
shareholders must be recorded in the register to be entitled to the
Distributions will be Friday, 14 January 2011. The payment of the special
dividend, as well as the distribution in specie in respect of the
dematerialized R&E shareholders will occur on Monday, 17 January 2011,
while the distribution in specie will be effected in respect of
certificated R&E shareholders on or about Monday, 17 January 2011. The
above dates and times are subject to amendment. Any such amendment will be
released on SENS.
CONDITIONS PRECEDENT TO THE DISTRIBUTIONS
4.1 In terms of the JSE Listings Requirements, the distribution in specie
is subject to the specific approval of the majority of the R&E
shareholders being given by way of an ordinary resolution at a general
meeting.
4.2 The special dividend and the distribution in specie, when taken
together, are a disposal of assets in terms of section 228 of the
Companies Act 61 of 1973, as amended, and are therefore subject to the
approval of R&E shareholders by way of a special resolution in
accordance with the requirements of the Companies Act.
PRO FORMA FINANCIAL EFFECTS
5. The announcement contained a table in paragraph 4 thereof, detailing the
pro forma financial effects of the Distributions. Please note that the pro
forma financial effects appearing in the announcement have subsequently
been amended in the circular. The amended pro forma financial effects are
set out below:
The unaudited pro forma financial effects of the Distributions, as set
out below are the responsibility of the directors of R&E. The
unaudited pro forma financial effects are presented in a manner
consistent with the basis on which the historical financial
information has been prepared and in terms of R&E`s accounting
policies. The unaudited pro forma financial effects have been
presented for illustrative purposes only and, because of their nature,
may not give a fair reflection of R&E`s financial position, nor of the
effect on future earnings after the Distributions.
The table below sets out the unaudited pro forma financial effects of
the Distributions, based on the unaudited condensed consolidated
interim financial results for the six months ended 30 June 2010 and on
the assumption that:
- For calculating the earnings per share ("EPS") and headline
earnings per share ("HEPS"), the Distributions were effected on 1
January 2010; and
- For calculating the net asset value per share ("NAV") and net
tangible asset value per share ("NTAV"), the Distributions were
effected on 30 June 2010.
Unaudited Unaudited
Before the Distributions After the Change
Distributions Distributions (%)
EPS (cents) 1103 -2 1101 +0,2%
HEPS (cents) 1122 -19 1103 -1,7%
NAV per R&E 701 -398 303 -56,8%
share
(cents)
NTAV per R&E 701 -398 303 -56,8%
share
(cents)
Shares in 71,813,128 - 71,813,128 -
issue
throughout
the period
(excluding
treasury
shares)
Notes and assumptions:
1. The "Before the Distributions" EPS and HEPS have been extracted
without adjustment from the unaudited condensed consolidated interim
statement of comprehensive income for the six months ended 30 June
2010.
2. The "Before the Distributions" NAV per share and NTAV per share have
been extracted without adjustment from the unaudited condensed
consolidated interim statement of financial position for the six
months ended 30 June 2010.
3. The "After the Distributions" EPS, HEPS, NAV per share and NTAV per
share have been adjusted to include the effect of the Distributions,
as well as estimated transaction costs of R781 576 (excluding VAT) and
expected STC and STT of R9,7 million.
4. The profit realised on the disposal of the Gold Fields Shares is
assumed to have no tax effect as it is off-set against the Company`s
calculated tax losses from prior years.
US SHAREHOLDERS
6. US shareholders are referred to the company`s website
www.randgoldexp.co.za), specifically the announcement published on 8 July
2010 for information regarding the US market.
Johannesburg
8 November 2010
Sponsor
PSG Capital (Pty) Limited
Date: 08/11/2010 17:30:01 Produced by the JSE SENS Department.
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