SENS announcement – Further Cautionary Announcement

Further to the cautionary announcements dated 5 December 2011 and 19 January 2012, shareholders are advised that the negotiations referred to therein remain ongoing and, if successfully concluded, may have a material effect on the price at which the Company`s securities trade on the JSE
Accordingly, shareholders are advised to continue exercising caution when dealing in the Company’s securities until a further announcement is made.

Johannesburg
9 March 2012
Sponsor
PSG Capital (Pty) Limited

SENS announcement – RNG – Randgold & Exploration Company Limited – Trading Statement

In terms of the Listings Requirements of the JSE Limited, a listed company is required to publish a trading statement as soon as it is satisfied that a reasonable degree of certainty exists that the financial results for the financial period to be reported on next will vary by 20% or more from those of the previous corresponding period.

Shareholders are hereby advised that a reasonable degree of certainty exists that the earnings per share of R&E for the financial year ended 31 December 2011 will be between 56 and 76 cents per share, compared to the audited earnings per share of 1032 cents per share for the previous financial year ended 31 December 2010. Shareholders should however take note that included in the earnings per share for the financial year ended 31 December 2010 was the JCI settlement which amounted to 1091 cents per share, without which the loss per share for the financial year ended 31 December 2010 would have amounted to 59 cents per share.

Furthermore, a reasonable degree of certainty exists that the headline loss per share for the financial year ended 31 December 2011 will be between 11 and 31 cents per share, compared to the audited headline earnings per share of 1051 cents per share for the previous financial year ended 31 December 2010. As detailed above, included in the headline earnings per share for the financial year ended 31 December 2010 was the JCI settlement of 1091 cents per share, without which the headline loss per share for the financial year ended 31 December 2010 would have amounted to 40 cents per share.

The earnings per share and headline earnings per share for the financial year ended 31 December 2011 is therefore in line with management’s expectations. The financial information on which this trading statement is based has not yet been reviewed and reported on by the Company’s auditors. The results for the financial year ended 31 December 2011 are expected to be published in due course.

Johannesburg
17 February 2012
Sponsor
PSG Capital

SENS announcement – Renewal of Cautionary

Further to the cautionary announcement dated, 5 December 2011, shareholders are advised that negotiations are still in progress, which if successfully concluded, may have a material effect on the price of the Company’s securities.
Accordingly, shareholders are advised to continue exercising caution when dealing in the Company’s securities until a full announcement is made.

Johannesburg
19 January 2012
Sponsor
PSG Capital (Pty) Limited

SENS announcement – Cautionary Announcement

Shareholders are advised that R&E has entered into negotiations, which if successfully concluded, may have a material effect on the price of the
Company`s securities.

Accordingly, shareholders are advised to exercise caution when dealing in the Company`s securities until a full announcement is made.

Johannesburg
05 December 2011

Sponsor
PSG Capital (Pty) Limited

SENS announcement – Disclosure of disposals and aqouisition of securities

In accordance with section 122 (3)(b) of the Companies Act No. 71 of 2008, as
amended, and section 3.83(b) of the JSE Limited`s listings requirements,
shareholders are hereby advised that the Company has received formal
notification in the prescribed form of the following movements in securities of
the Company:

  • Investec Bank Limited and Investec Limited, have disposed of interests in the securities of the Company, such that the total interest in the
    securities of the Company held by Investec Bank Limited and Investec Limited have decreased to 5.8% and 0.0% of the total issued share capital  of the Company respectively; and
  • Pacol Investments (Proprietary) Limited (“Pacol”) has acquired an interest in securities in the Company such that the total interest in the securities of the Company held by Pacol amounts to 22.8% of the total issued share capital of the Company.

Johannesburg
28 October 2011

Sponsor:  PSG Capital (Proprietary) Limited

SENS announcement – Change in company secretary

In compliance with section 3.59 of the JSE Limited`s Listings Requirements, the Randgold board of directors (“the Board”) wishes to announce the retirement of  Mr RP Pearcey as company secretary to Randgold with effect from 30 November 2011.

The Board would like to thank Mr Pearcey for his valued contribution to the Company during his tenure and wishes him well in his future endeavours.

The Board is pleased to announce the appointment of Mr Van Zyl Botha as company secretary to the Company with effect from 1 December 2011. Mr Botha is a chartered accountant and registered auditor, and the current Financial Director of the Company in which role he will also be continuing.

Johannesburg
26 October 2011
Sponsor: PSG Capital (Proprietary) Limited

SENS announcement – Results of the odd-lot and specific offers

R&E shareholders are hereby advised of the results of the odd-lot and specific offers, both of which closed on Friday, 30 September 2011.

The results of the odd-lot offer are as follows:

 

Shares sold by election

Shares sold by default

Total

Certificated

63

13 943

14 006

Dematerialised

14 964

2 001

16 965

Total

15 027

15 944

30 971

Odd-lot shareholders who did not elect to retain their ordinary shares were automatically regarded as having chosen and accepted the odd-lot offer.

The results of the specific offer are as follows:

Number of shares accepting the offer:
Certificated 1 688
Dematerialised 195 404
Total 197 092

Accordingly, R&E repurchased a total of 228 063 ordinary shares, representing 0.30% of the issued capital of the Company for a total consideration of R604 366.95. These ordinary shares will be cancelled and de-listed from the JSE Limited with effect from the commencement of trade on Friday, 07 October 2011.

Johannesburg
03 October 2011
Sponsor
PSG Capital (Pty) Limited

SENS announcement – Results of the general meeting and finalisation announcement in respect of the odd-lot offer and specific offer

Shareholders are hereby advised that, with the exception of Ordinary Resolution Number 2 relating to the adoption of the Randgold and
Exploration Company Limited Share Incentive Scheme, which was withdrawn, all of the remaining special and ordinary resolutions regarding the implementation of the odd-lot offer and specific offer have been passed by the requisite majority of shareholders at the general meeting held today, 9 September 2011.

Shareholders are further advised that as there are no outstanding conditions, the odd-lot offer and specific offer will proceed in accordance with the timetable which was included in the SENS announcement and published in the press on 10 and 11 August 2011 respectively.

Johannesburg
9 September 2011

Sponsor
PSG Capital (Pty) Limited

SENS announcement – Odd-lot offer, specific share repurchase and approval of share incentive scheme

  1. Introduction
    • 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.

    • 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.
    • 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.

    • 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.
    • 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”).
  1. MECHANISM OF THE OFFERS

 

    • 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.
    • 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.

    • 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.

  1. 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.

  1. 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.

  1. 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.

  1. 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
2011

Record date in order to vote at the general meeting

Friday, 2 September
2011

Proxy forms to be received by 10:00 on

Wednesday, 7 September
2011

General meeting of shareholders to be held at 10:00 on

Friday, 9 September
2011

Results of the general meeting released on SENS

Friday, 9 September
2011

Offers open at 09:00

Monday, 12 September
2011

Finalisation announcement released on SENS on or before

Friday, 16 September
2011

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
2011

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
2011

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
2011

Results of the offers released on SENS

Monday, 3 October
2011

Cancellation and termination of listing of R&E ordinary shares repurchased in terms of the offers on or about

Wednesday, 5 October 2011

Notes:

 

    • 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