23 April 2007-
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG
ISIN: ZAE000008819
(Suspended) Nasdaq trading symbol: RANGY (delisted)
ADR ticker symbol: RNG
("R&E" or "the Company")
- Application served by Trinity on Messrs. D Nurek, P Gray and the
Company.
Shareholders are advised, that on 29 March 2007, Trinity Preferred Provident
Fund and four others (“Trinity”), served an application on R&E, its Chairman
David Nurek and CEO Peter Gray, in terms whereof, Trinity seeks inter alia, an
order against Messrs Nurek and Gray, interdicting and restraining them from
involving themselves in, or exercising any powers concerning any issue relating
to R&E’s claims against JCI. Trinity contends that Messrs Nurek and Gray stand
in a position of conflict.
R&E and Messrs Nurek and Gray are resisting the relief claimed against them.
- Further application served by Trinity on The Registrar of Companies and
Close Corporations (“the Registrar of Companies”) and R&E.
Shareholders are further informed, that on 3 April 2007, Trinity proceeded
with a second application against the Registrar of Companies and R&E in terms of
which Trinity seeks inter alia, to review the decision by the Registrar of
Companies to convene the General Meeting which was held on 9 March 2007, in
accordance with the provisions of Section 179(4) of the Companies Act, and
further asks inter alia, that Johann Blersch and Tom Dale be re-instated as
Directors of R&E, and that all decisions reached by the Board of R&E post 9
March 2007, be set aside. R&E is taking advice on the application and intends
opposing it.
- Renewal of cautionary announcement to R&E shareholders.
Until the publication of further information, shareholders are advised to
continue to exercise caution in trading their shares over-the-counter.
23 April 2007
Johannesburg
Sponsor Sasfin Capital
(A division of Sasfin Bank Limited)
FORWARD-LOOKING STATEMENT DISCLAIMER FOR R&E
Certain statements in this announcement, as well as oral statements that
may be made by R&E’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”. These include, without
limitation, those statements concerning the value of the net assets of R&E and
JCI; the ability of the companies to successfully consummate a merger that is
approved by the shareholders and is acceptable to the necessary governmental
authorities, the fraud and misappropriation that are alleged to have occurred
and the time periods affected thereby; the ability of R&E to recover any
misappropriated assets and investments; the outcome of any proceedings on behalf
of, or against R&E; R&E's ability to complete its forensic investigation and
prepare audited financial statements; the time period for completing its
forensic investigation and audited financial statements; the amount of any
claims R&E is or is not able to recover against others, including JCI, and the
success of its mediation with JCI; the likelihood and economic parameters of any
merger arrangement between JCI and R&E; the estimated valuations given to assets
and liabilities in the NAV statement; and the ultimate impact on R&E's
previously released financial statements and results, assets and investments,
including with respect to Randgold Resources Limited, business, operations,
economic performance, financial condition, outlook and trading markets. Although
R&E 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 alleged 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 inherent difficulties and
uncertainties in ascertaining the values of the net assets of the companies,
particularly in light of the absence of any independent valuations, the
existence of any unknown liabilities, the willingness of any governmental
authority to sanction any merger in light of the absence of independent
valuations or otherwise; the extent, magnitude and scope of any fraud and
misappropriation that may be ultimately determined to have occurred and the time
periods and facts related thereto following the completion of the forensic
investigation and any other investigations that may be commenced and the
ultimate outcome of such forensic investigation; the ability of R&E to
successfully assert any claims it may have against other parties for fraud or
misappropriation of R&E assets or otherwise and the solvency of any such
parties, including JCI; the determinations of the mediators and acceptance of
any such determinations by the shareholders of R&E and JCI; the ability of R&E
to defend successfully any counterclaims or proceedings against it; the ability
of R&E and its forensic investigators to obtain the necessary information with
respect to R&E's transactions, assets, investments, subsidiaries and associated
entities to complete the forensic investigation and prepare audited financial
statements; the willingness and ability of R&E’s forensic investigators and
auditors to issue any final opinions with respect thereto; the ability of R&E to
implement improved systems and to correct its late reporting; the JSE Limited's
willingness to lift its suspension of the trading of R&E's securities on that
exchange; changes in economic and market conditions; fluctuations in commodity
prices and exchange rates; the success of any business and operating
initiatives, including any mining rights; changes in the regulatory environment
and other
government actions; business and operational risk management; other matters not
yet known to R&E or not currently considered material by R&E; and the risks
identified in Item 3 of R&E'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 R&E, or persons acting on
its behalf, are qualified in their entirety by these cautionary statements. R&E
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.
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