GEN – Securities Regulation Panel (“The Panel”)
SECURITIES REGULATION PANEL (“THE PANEL”)
Proposed Scheme of Arrangement between JCI Limited (“JCI”) and its shareholders other than Randgold & Exploration Company Limited (“R&E”) Shareholders in JCI are advised that draft documentation regarding the above scheme is currently being scrutinized by an Executive Committee of the Panel (“Executive Committee”).
In view of the extraordinary circumstances pertaining to this matter the Executive Committee is sympathetic to the proposal of a merger as being in the best commercial interests of all shareholders and recognizes that dispensation from compliance with certain of the requirements of the Securities Regulation Code on Takeovers and Mergers may be necessary.
However, the Panel will only approve such documentation once it is satisfied that the maximum possible information is disclosed such that JCI shareholders are given sufficient information and advice to enable them to reach a properly informed decision. Furthermore, the Panel may impose certain conditions in order to reach finality.
To this end the Executive Committee intends liaising with JSE Limited, which is responsible for approval of the reciprocal R&E circular, such that when both documents satisfy the requirements of the respective regulators, approval of both sets of documents can be given simultaneously.
14 December 2007