Update to shareholders – R&E claims against JCI


1. Shareholders are referred to the SENS announcement of Randgold and Exploration Company Limited (”R&E”) dated 12 June 2009, in which shareholders were informed that the settlement as envisaged in the Memorandum of Understanding (”MOU”) concluded between R&E, JCI Limited (”JCI”) and JCI Investment Finance (Pty) Limited (collectively ”the companies”) on 5 May 2009 had not been achieved by the target date and further, that while the Board of R&E remained hopeful that a settlement could still be achieved, all options were being assessed, including arbitration.

2. On 31 August 2009, the companies signed a Settlement Agreement (”the Settlement Agreement”) subject to the fulfillment of a number of suspensive conditions. One such condition required certain shareholders of JCI and R&E to furnish irrevocable undertakings within two business days of the signature of the Settlement Agreement to support the Settlement Agreement and to vote in favour of the resolutions to be passed at shareholders meetings of R&E and JCI. Such irrevocable undertakings were however not forthcoming resulting in the Settlement Agreement lapsing.

3. On 16 September 2009, the companies re-signed the Settlement Agreement however the same suspensive condition had once again not been fulfilled. Shareholders are therefore advised that the Settlement Agreement has lapsed due to the non-fulfillment of the suspensive condition referred to above.

4. Due to the lapsing of the re-signed Settlement Agreement, R&E will be referring the disputes between it and JCI to arbitration in terms of the Mediation and Arbitration Agreement concluded between it and JCI on 7 April 2006.

5. Instructions have been given to R&E`s legal team to make the necessary arrangements in this regard.

6. Shareholders are cautioned that R&E`s claims against JCI are yet to be proven and the Board of R&E cannot predict the outcome thereof. The Board will at all times consider the commercial viability of the claims and will keep shareholders informed of developments.
22 September 2009
Sponsor PSG Capital (Pty) Limited
Date: 22/09/2009 16:47:01 Produced by the JSE SENS Department.
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Posted in Company Announcements.