Notification to shareholders

JCI, JCI Investment Finance (Pty) Limited (“JCIIF”) and R&E (“the companies”) are pleased to announce that earlier today they have signed a Memorandum of Understanding (“MOU”), following the failure of the scheme of arrangement proposed by R&E to JCI and its shareholders, as announced on 9 April 2009. The agreement is a precursor to a settlement agreement to be concluded between the companies on terms acceptable to them by 31 May 2009.

The MOU contemplates that the implementation of the settlement agreement will bring about a full and final settlement of all of R&E’s claims against JCI and vice-versa.

In terms of the MOU, and subject to the fulfillment of various suspensive conditions to be provided for in the settlement agreement :
JCI and JCIIF shall cause 6 051 632 Gold Fields Limited ordinary shares to be registered in the name of R&E;
JCI shall cause 8 305 427 R&E ordinary shares to be registered in the name of R&E;
R&E shall cause 305 186 049 JCI ordinary shares which are registered in the name of R&E to be registered in the name of JCI;
JCI and JCIIF shall transfer 50% of their direct and indirect claims and/or economic benefits in 357 374 000 preference shares in Xelexwa Investment Holdings (Pty) limited (in liquidation), (formerly known as Jaganda (Pty) Limited) to R&E;
JCI shall cause the transfer of 50% of the JCI group’s direct and/or indirect interest, claims and/or economic benefits in Boschendal to R&E.
In terms of the MOU the companies will now endeavour to conclude a binding settlement agreement by 31 May 2009. The settlement agreement if concluded is an alternative to the proposed merger and will result in a similar financial outcome for the shareholders of both companies.

The settlement agreement will be subject to a number of suspensive conditions one of which is that a suitable agreement be concluded with Investec, limiting the Investec raising fee to R275 000 000 and that the relevant assets held by Investec as security be released by Investec therefrom.

The terms of the settlement agreement will be detailed in Circulars to be furnished to the shareholders of the companies in due course, to whom the settlement agreement will be presented for approval.


Further to the cautionary announcements, the last of which was dated 17th April 2009, shareholders are advised to continue to exercise caution when trading in their shares over-the-counter until a further announcement is made.

5 May 2009
PSG Capital (Pty) Limited: Sponsor

Posted in Company Announcements.