Update to shareholders – R&E claims against JCI

RENEWAL OF CAUTIONARY ANNOUNCEMENT

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.
Johannesburg
22 September 2009
Sponsor PSG Capital (Pty) Limited
Date: 22/09/2009 16:47:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Notice for R&E Shareholders – Renewal of Cautionary Announcement JCI Limited

Further to the cautionary announcements, the last of which was dated 18 June 2009, shareholders are advised to continue to exercise caution when trading in their JCI shares over-the-counter until a further announcement is made.

Johannesburg
30 July 2009
Sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited
Date: 30/07/2009 11:34:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

Publication of information update to shareholders

As previously disclosed in the various announcements made by the company during the course of this year, the board of R&E has continued to endeavour to resolve the impasse between R&E and JCI Limited (“JCI”) (collectively referred to as “the companies”).

Such endeavours have included the proposed merger by way of a scheme of arrangement (“the scheme”) in terms of section 311 of the Companies Act (61 of 1973) as amended (“the Act”) proposed by R&E between R&E and the shareholders of JCI (excluding R&E) (“the JCI scheme participants”), which proposed merger failed when the requisite majority of JCI scheme participants declined to approve the scheme on 9 April 2009. This was soon followed by the signing of a memorandum of understanding (“MOU”) between inter alia R&E and JCI on 5 May 2009, with a view to settling the claims between the companies on or before 31 May 2009. The settlement as envisaged in the MOU was not achieved by the target date. The board of R&E remains hopeful, however, that a settlement may still be achieved but continues to assess all options at its disposal, including arbitration.

Notwithstanding the continued inability of R&E to produce meaningful annual financial statements, as a result of the well-publicised alleged misappropriation of the company’s assets, the present board of R&E nevertheless aims to provide R&E shareholders with appropriate financial information as timeously as possible under the circumstances. In this regard, shareholders are informed that an information update comprising an updated net asset value statement for the R&E group (at 31 March 2009), together with other relevant information concerning settlement negotiations between the companies, the conclusion of the MOU, an update as to R&E’s litigation and claims against third parties, and R&E’s future strategy, will be available on R&E’s website today. The information update will be posted to all shareholders on Monday, 15 June 2009.

Johannesburg
12 June 2009
PSG Capital (Pty) Limited: Sponsor

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.

RENEWAL OF CAUTIONARY ANNOUNCEMENT

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.

Johannesburg
5 May 2009
PSG Capital (Pty) Limited: Sponsor

Joint announcement by R&E and JCI

JOINT ANNOUNCEMENT BY R&E AND JCI
(collectively, “the companies”)

RENEWAL OF NEGOTIATIONS AND RENEWAL OF CAUTIONARY ANNOUNCEMENT

Further to the separate announcements released by R&E and JCI on SENS on 9 April 2009 relating to the lapsing of the scheme of arrangement referred to therein, shareholders are advised that the boards of R&E and JCI are of the view that without prejudice to any of their rights under the Mediation Agreement concluded between them on 7 April 2006 (as amended), it would be in the best interests of the companies to endeavour to achieve a settlement. Accordingly, the companies have engaged in negotiations regarding a possible settlement of the disputes between them. Shareholders of R&E and JCI will be kept informed of the progress of such negotiations from time to time.

Renewal of cautionary announcement
In the light of the above, JCI and R&E shareholders are advised to continue to exercise caution in trading their shares over the counter until such time as a further announcement is made.

Johannesburg
17 April 2009

Sponsor to R&E
PSG Capital (Pty) Limited

Sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited

Results of scheme meeting and renewal of cautionary announcement

R&E shareholders are referred to the JCI Limited (“JCI”) announcement released on SENS today, 9 April 2009, and are advised that at the reconvened scheme meeting of JCI shareholders held on Thursday, 9 April 2009, the scheme of arrangement (“the scheme”) in terms of section 311 of the Companies Act (61 of 1973)(as amended), proposed by R&E between JCI and its shareholders excluding R&E (“scheme members”) was not approved by the requisite majority of scheme members present and voting in person or by proxy at the reconvened scheme meeting. As such, in the absence of such approval, the scheme of arrangement as proposed by R&E, cannot be effected, and the proposed merger between R&E and JCI has therefore lapsed R&E shareholders will, in due course, be advised as soon as the board of R&E has considered its position and best possible courses of action.

The results of the reconvened scheme meeting will be reported to the South Gauteng High Court, Johannesburg on Tuesday, 12 May 2009 and the chairman’s report of the proceedings of the reconvened scheme meeting will be available, free of charge, to any scheme member, on request, during normal business hours from Tuesday, 15 April 2009 up to and including Tuesday, 12 May 2009 at the office of JCI at 10 Benmore Road, Morningside, Sandton.

Renewal of cautionary announcement

In light of the above, and further to the cautionary announcement to R&E shareholders, released on SENS on 6 March 2009, shareholders are advised to continue to exercise caution in trading their shares over the counter until such time as a further announcement is made in this regard.

Johannesburg
09 April 2009
PSG Capital (Pty) Limited: Sponsor

Extension of time periods for JCI scheme of arrangement further cautionary announcement

INTRODUCTION

In respect of the scheme of arrangement (“scheme”) proposed by Randgold & Exploration Company Limited (“R&E”) amongst JCI and its shareholders, other than R&E, and further to the announcement published on SENS on 24 March 2009, JCI shareholders are reminded that the scheme meeting referred to in that announcement has been reconvened to be held at 09:00 on Thursday, 9 April 2009 at the Hilton Hotel, Rivonia Road, Sandton, 2196 (“reconvened scheme meeting”).

In the circular to shareholders dated 15 December 2009 setting out the terms of the scheme, certain suspensive conditions were required to be fulfilled by no later than 31 March 2009 (or such later date up to 29 June 2009 as JCI and R&E may prior to 31 March 2009 agree in writing).

JCI and R&E announce that they have, by agreement dated 30 March 2009, agreed to extend the date for fulfilment of the relevant suspensive conditions to 15 May 2009.

Johannesburg
31 March 2009

Sponsor to R&E
PSG Capital

Corporate adviser and sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited

Notification to Shareholders

RR&E shareholders are referred to JCI Limited’s (“JCI’s”) (Share Code: JCD) SENS announcement of 24 March 2009 in terms of which the adjourned scheme meeting will be reconvened to be held at 09:00 on Thursday, 9 April 2009 at the Hilton Hotel, Rivonia Road, Sandton, 2001.

R&E shareholders will be informed of the outcome of such meeting and the effect thereof on the proposed scheme of arrangement in due course.

26 March 2009
Johannesburg
PSG Capital (Pty) Limited: Sponsor