30 October 2007-
RANDGOLD & EXPLORATION COMPANY LIMITED (Incorporated in the Republic of South Africa) (Registration Number 1992/005642/06) Share code: RNG ISIN: ZAE000008819 (Suspended) ADR Ticker symbol: RNG Nasdaq trading symbol: RANGY (Delisted) (“R&E”) | JCI LIMITED (Incorporated in the Republic of South Africa) Registration number 1894/000854/06 Share code: JCD ISIN: ZAE0000039681 (Suspended) (“JCI”) |
On 23 April 2007 the directors of R&E and JCI proposed a merger of the
companies (“the merger proposal”) to be effected by way of a scheme of
arrangement (“the scheme”) in terms of Section 311 of the Companies Act,
1973, as amended, (“Companies Act”).
If acceptable to the shareholders of R&E and JCI, and subject to various
regulatory approvals, including sanction by the High Court of South Africa,
JCI shareholders will be required to exchange their shares in JCI for shares
in R&E, thereby effectively merging the two companies. The proposed exchange
ratio, which has been recommended by the boards of directors of both
companies, is 1 R&E share for every 95 JCI shares in issue, excluding those
held by R&E (“the exchange ratio”).
The concept of a merger was also supported by the mediators as described
in their interim recommendation published on 28 February and 5 March 2007.
As reported on 29 June 2007, the companies applied for relaxation of
certain disclosure requirements of the Securities Regulation Panel (“the SRP”)
and JSE Limited.
Shareholders are hereby advised that the companies have submitted a draft
scheme circular incorporating documentation relied upon by each company to
support its respective claim including additional information to the SRP in
support of their application referred to above. As soon as possible
following a ruling from the SRP, the companies will finalise their draft
circulars and commence the formal regulatory approval process with the SRP
and JSE.
Following the requisite regulatory approvals, the circulars,
incorporating notices of general meetings of both companies to approve the
merger proposals, will be posted to shareholders
Shareholders will be kept updated on further developments in this regard.
Renewal of cautionary announcements to R&E and JCI shareholders
Until the publication of further information as set out above,
shareholders in both companies are advised to continue to exercise caution
in trading their shares over-the-counter until the merger proposal
documentation is finalised.
FORWARD-LOOKING STATEMENT DISCLAIMER FOR R&E AND JCI
Certain statements in this circular, as well as oral statements that
may be made by the officers, directors or employees of each of R&E or JCI
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
completion of the relinquishment by R&E and JCI and certain of their
subsidiaries of rights contiguous to the South Deep gold mine to GFO; the
value of the net assets of R&E and JCI; the pro forma effects of the
relinquishment of the contiguous rights on the financial information and NAV
statement of R&E; the ability of R&E and JCI 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 and JCI to recover any misappropriated assets and investments; the
outcome of any proceedings on behalf of, or against R&E or JCI; the ability
of each of R&E and JCI to complete its forensic investigation and prepare
audited financial statements; the time period for completing the 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; and the ultimate impact on the
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 of R&E and JCI. Although R&E and JCI believe 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 R&E and JCI,
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 each of R&E and JCI and the forensic
investigators to obtain the necessary information with respect to the
transactions, assets, investments, subsidiaries and associated entities of
R&E and JCI to complete the forensic investigation and prepare audited
financial statements; the willingness and ability of the 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 JCI
or not currently considered material by R&E or JCI; 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.
Johannesburg
30 October 2007
Sponsor to R&E and JCI
Sasfin Capital
(A division of Sasfin Bank Limited) |