| Tue 13 Jun 2006, 12:00 | | Randgold & Exploration Company Limited - Notice Of |
|
RNG
RNG
Randgold & Exploration Company Limited - Notice Of General Meeting
RANDGOLD & EXPLORATION COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share Code: RNG (suspended) ISIN: ZAE000008819
ADR Ticker Symbol: RANGY
("Randgold" or "the Company")
NOTICE IS HEREBY GIVEN THAT a General Meeting of the Company will be held in the
Auditorium, Ground Floor, 28 Harrison Street, Johannesburg, 2000 on Friday, 30
June 2006 at 15h00, for the purposes of informing shareholders of the
circumstances and events, insofar as they could be ascertained, which gave rise
to:
1. The suspension of the listing of the Company"s ordinary shares on the JSE
Limited.
2. The delisting of the Company"s securities on the Nasdaq National Market.
3. The restructuring of the board of the Company on 24 August 2005.
4. The resignation of Messrs Charles Orbach and Company and the appointment of
KPMG Inc.
5. The forensic audit that was undertaken by Umbono Financial Advisory
Services (Pty) Limited and the results of the investigation.
6. The recovery of Company assets from individuals and other entities.
7. The terms of the proposed mediation between Randgold and JCI Limited.
The notice also announces that Advocate Schalk Burger SC, Mr Charles Nupen and
Professor Harvey Wainer have been appointed as the independent mediation panel
to resolve the claims and counterclaims between Randgold and JCI. The legal
team representing Randgold is currently verifying Randgold"s claims against JCI
and its subsidiary companies and caution that Rangold"s claims and JCI"s
counterclaims may very somewhat from those set out in the provisional unaudited
and unreviewed results of Randgold published on 31 March 2006. The directors
are hopeful that the mediators will be in a position to submit their
recommendations to shareholders in time before the forthcoming Annual General
Meeting scheduled for 28 September 2006. Should the shareholders of either
Randgold or JCI reject the recommendations, then the matter will be submitted to
arbitration.
The notice of meeting invites shareholders to nominate additional persons to be
appointed to the Randgold board of directors. Suitably qualified nominees will
be submitted to shareholders for consideration and approval at the proposed AGM
together with those of the current directors who make themselves available for
re-election.
The Notice convening the general meeting and documentation relating thereto,
will be posted to shareholders on Tuesday, 13 June 2006.
CAUTIONARY ANNOUNCEMENT
Shareholders are advised, that until such time as Randgold publishes audited
annual financial statements for the two years ended 31 December 2005, and
bearing in mind the ongoing forensic investigation, they should exercise caution
when dealing in their Randgold shares (Over-the-Counter).
FORWARD-LOOKING STATEMENT DISCLAIMER
Certain statements in this document, as well as oral statements that may be made
by the Company"s officers, directors or employees acting on its behalf relating
to such information, contain "forward-looking statements" within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995, specifically Section
27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities
Exchange Act of 1934. All statements, other than statements of historical facts,
are "forward-looking statements." This includes, without limitation, those
statements concerning the fraud and misappropriation that are alleged to have
occurred and the time periods affected thereby; the ability of the Company to
recover any misappropriated assets and investments; the outcome of any
proceedings on behalf of or against the Company, including, without limitation,
the pending liquidation proceeding; the Company"s ability to complete its
forensic investigation and prepare audited financial statements; the time period
for completing its forensic investigation and audited financial statements; and
the ultimate impact on the Company"s previously released financial statements
and results, assets and investments, including with respect to the Company"s
investment in Randgold Resources Limited ("RRL"), business, operations, economic
performance, financial condition, outlook and trading markets. Although the
Company believes that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such expectations will
prove to be correct, particularly in light of the extent of the frauds and
misappropriations uncovered to date. Actual results could differ materially from
those implied by or set out in the forward-looking statements.
Among other factors, these include the extent, magnitude and scope of any fraud
and misappropriation that may be ultimately determined to have occurred
following the completion of the forensic investigation and any other
investigations that may be commenced; the time periods ultimately determined to
be affected thereby; the ability of the Company to successfully assert any
claims it may have against other parties for fraud or misappropriation of
Company assets and the solvency of any such parties; the ability of the Company
to successfully defend any proceedings against the Company; the ability of the
Company and its forensic investigators to obtain the necessary information with
respect to the Company"s transactions, assets, investments, subsidiaries and
associated entities to complete the forensic investigation and prepare audited
financial statements and the ultimate outcome of such forensic investigation;
the willingness and ability of the Company"s forensic investigators to issue any
opinions with respect thereto; the ability of the Company to implement improved
systems and to correct its late reporting; JSE Limited"s willingness to lift its
suspension of the trading of the Company"s securities on that exchange; the
Company"s ability to relist its securities on the Nasdaq National Market;
changes in economic and market conditions; fluctuations in commodity process and
exchange rates; the success of any business and operating initiatives, including
any mining rights; changes in regulatory environment and other government
actions; business and operational risk management; other matters not yet known
to the Company or not currently considered material by the Company; and the
risks identified in Item 3 of the Company"s most recent annual report on Form 20
F filed with the SEC and its other filings and submissions with the SEC. All
forward-looking statements attributable to the Company, or persons acting on its
behalf, are qualified in their entirety by these cautionary statements. The
Company expressly disclaims any obligation to release publicly any update or
revisions to any forward-looking statements to reflect any changes in
expectations, or any change in events or circumstances on which those statements
are based, unless otherwise required by law.
Johannesburg
13 June 2006
Sponsor
Sasfin Capital
(A division of Sasfin Bank Limited)
Date: 13/06/2006 12:00:24 PM Produced by the JSE SENS Department
