- Introduction
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- ODD-LOT OFFER AND SPECIFIC REPURCHASE
In order to facilitate an inexpensive method for minority shareholders in R&E to realise their investment in R&E where they receive an offer price at a premium per R&E share and do not have to incur transaction costs, the directors of R&E are proposing the implementation of an odd-lot offer to R&E shareholders holding 99 or less ordinary shares (“odd-lot offer”) as well as a specific offer to repurchase the shares of R&E shareholders holding from 100 to 1 500 ordinary shares in R&E (“specific offer”). In doing so the Company will also be able to reduce the substantial and ongoing costs of administration connected with a large number of odd-lot and specific holders.
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- As at Monday, 27 June 2011, 835 shareholders, being 32.71% of the total number of R&E shareholders, held less than 100 shares each (“odd-lot holders”). An additional 1 176 shareholders, being 46.07% of the total number of R&E shareholders, held from 100 to 1 500 shares each (“specific holders”). This means on Monday, 27 June 2011, 78.78% of the total number of R&E shareholders held 1 500 shares or less each. In aggregate these shareholders hold approximately 0.79% of the total number of R&E shares in issue.
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- In terms of the odd-lot offer, odd-lot holders are offered the opportunity to:
- Sell their odd-lot holdings for the cash consideration; or
- Retain their odd-lot holdings.
Those odd-lot holders who do not make an election will automatically be regarded as having chosen to sell their odd-lot holdings for the cash consideration.
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- In the case of specific holders, R&E is extending a specific offer to acquire their entire shareholding for the cash consideration. Those specific holders who do not make an election will retain their shareholding in R&E.
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- A circular containing the full details of the odd-lot offer and specific offer (collectively hereinafter “the offers”) and incorporating a notice of general meeting (“the General Meeting”) will be posted to all R&E shareholders on or about Monday, 8 August 2011 (“the circular”).
- MECHANISM OF THE OFFERS
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- The offers shall be open for acceptance from 09:00 on Monday, 12 September 2011 and will close at 12:00 on Friday, 30 September 2011. All odd-lot holders and specific holders, recorded as such on the register at the close of business on Friday, 30 September 2011, will be invited to participate in the odd-lot offer and specific offer, respectively.
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- ODD-LOT OFFER
The shares of those odd-lot holders who do not make an election to retain their shares and the shares of those odd-lot holders who elect to sell their shares, will be repurchased by R&E at the offer price (see paragraph 3 below). Any such repurchase will be regarded as an acquisition of shares in terms of section 48 of the Companies Act 71 of 2008, as amended (“the Companies Act”) and as an odd-lot offer in terms of the Listings Requirements of the JSE Limited (“JSE”). Shareholders will be required to vote on the odd-lot offer at the general meeting referred to in paragraph 8 below. Odd-lot holders who do not make an election to retain their shares should note that, subject to the applicable resolutions being passed at the aforesaid general meeting, their shares will automatically be repurchased by R&E, without any further action on their part and without any further notice to them.
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- SPECIFIC OFFER
The entire shareholding of those specific holders who elect to sell their shares will be repurchased by R&E at the offer price. Any such repurchase will be regarded as an acquisition of shares in terms of section 48 of the Companies Act and as a specific repurchase of shares in terms of the Listings Requirements of the JSE. Shareholders will be required to vote on the specific repurchase at the General Meeting referred to in paragraph 8 below. Specific holders who do not elect to sell their shares will retain their shareholding in R&E.
- OFFER PRICE
The offer price of 265 cents per R&E share, is the volume weighted average traded price of a R&E share on the JSE over the 30 trading days commencing Monday, 20 June 2011 and ending Friday, 29 July 2011, plus a 10% premium.
- EFFECT ON R&E’S SHARE CAPITAL
The repurchase of shares by R&E pursuant to the offers will have no material effect on R&E’s ordinary share capital.
- FINANCIAL EFFECTS
The repurchase of the shares pursuant to the offers will have no significant effect on R&E’s earnings per share, net asset value per share or tangible net asset value per share. Assuming the maximum number of 591 085 shares are repurchased in terms of the offers the financial cost is expected to be R1.57 million with an additional R289 000 for the expenses of the transaction.
- Salient dates and times
The salient dates and times in respect of the offers are as follows:
| Last day to trade in order to be eligible to vote at the general meeting |
Friday, 26 August |
| Record date in order to vote at the general meeting |
Friday, 2 September |
| Proxy forms to be received by 10:00 on |
Wednesday, 7 September |
| General meeting of shareholders to be held at 10:00 on |
Friday, 9 September |
| Results of the general meeting released on SENS |
Friday, 9 September |
| Offers open at 09:00 |
Monday, 12 September |
| Finalisation announcement released on SENS on or before |
Friday, 16 September |
| Last day to trade in order to participate in the offers |
Friday, 23 September 2011 |
| R&E ordinary shares trade “ex” the offers |
Monday, 26 September 2011 |
| Shareholders who purchase R&E ordinary shares on or after this date will not be eligible to participate in the offers |
Monday, 26 September 2011 |
| Forms of election and surrender for the offers to be received by the transfer secretaries by no later than 12:00 (see note 6.3) |
Friday, 30 September 2011 |
| Offers close at 12:00 |
Friday, 30 September 2011 |
| Record date to determine those shareholders entitled to participate in the offers |
Friday, 30 September 2011 |
| Implementation of the offers takes effect at commencement of business |
Monday, 3 October |
| Odd-lot holders and affected specific holders with dematerialised shares will have their accounts held at their CSDP or broker updated with their new holding and credited with the offer price per share on |
Monday, 3 October |
| Payment of the offer price per share to odd-lot holders and affected specific holders with certificated shares (see note 6.4) |
Monday, 3 October |
| Results of the offers released on SENS |
Monday, 3 October |
| Cancellation and termination of listing of R&E ordinary shares repurchased in terms of the offers on or about |
Wednesday, 5 October 2011 |
Notes:
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- These dates and times are subject to change. Any material changes will be released on SENS.
- Share certificates may not be dematerialised or rematerialised between Monday, 26 September 2011 and Friday, 30 September 2011, both days inclusive.
- Dematerialised odd-lot holders and specific holders are required to notify their duly appointed CSDP or broker of their election in the manner and time stipulated in the agreement governing the relationship between them and their CSDP or broker.
- In the case of certificated odd-lot holders and specific holders who elect to receive the cash consideration, payment will be made either by:
- electronic funds transfer into the bank accounts of odd-lot holders and specific holders if such holders’ banking details have been provided in the form of election and surrender; or
- by cheque which will be posted at the risk of odd-lot holders and specific holders if such holders’ banking details have not been provided in the form of election and surrender.
- Those odd-lot holders who do not make an election will be deemed to have elected to sell their ordinary shares. Specific holders who do not make an election will be regarded as having chosen not to sell and their shareholding will remain unchanged.
- ADOPTION OF THE RANDGOLD AND EXPLORATION COMPANY LIMITED SHARE INCENTIVE SCHEME
Shareholders are also advised that the circular will also contain salient information relating to the Randgold and Exploration Company Limited Share Incentive Scheme which the Company to wishes to adopt. Accordingly, shareholders of R&E will also be requested to consider the resolution contained in the notice of General Meeting for the adoption of the Randgold and Exploration Company Limited Share Incentive Scheme.
- NOTICE OF GENERAL MEETING
The General Meeting of shareholders of R&E will be held at the Protea Hotel Balalaika, 20 Maude Street, Sandown, Sandton Johannesburg at 10:00 on Friday, 9 September 2011. At the General Meeting shareholders will be asked to consider and approve the special and ordinary resolutions authorising the specific repurchase of shares, to implement the odd-lot offer and the adoption of the Randgold and Exploration Company Limited Share Incentive Scheme.
Johannesburg
10 August 2011
Sponsor
PSG Capital (Pty) Limited