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CRD - Central Rand Gold Limited - Announcement by CRG to shareholders and
announcement in terms of Rule 2.10 of the City Code on Takeovers and Mergers -
Relevant Securities in Issue
Central Rand Gold Limited
("CRG" or the "Company" or the "Group")
(Incorporated as a company with limited liability under the laws of Guernsey,
Company Number 45108)
(Incorporated as an external company with limited liability under the laws of
South Africa, registration number 2007/0192231/10)
ISIN: GG00B24HM601
Share code on LSE: CRND
Share code on JSE: CRD
Announcement by CRG to shareholders and announcement in terms of Rule 2.10 of
the City Code on Takeovers and Mergers - Relevant Securities in Issue
QUOTE
"Dear Shareholder,
Please find enclosed an announcement that was made by Central Rand Gold Limited
("CRG") on 29 March 2011. This announcement has resulted in CRG being placed in
an "offer period" by the Panel on Takeover and Mergers ("Panel") and is being
circulated to you in accordance with Rule 2.6 of the City Code on Takeovers and
Mergers ("the Code").
If you are in any doubt as to the meaning of the enclosed announcement or its
effect, you are recommended to seek your own personal financial advice from your
stockbroker, solicitor, accountant or other independent financial adviser
authorised under the Financial Services and Markets Act 2000 if you are in the
United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
If you have sold or otherwise transferred all of your Ordinary Shares in CRG
please forward this letter and the enclosed announcements as soon as possible to
the purchaser or transferee or to the stockbroker, bank or other agent through
whom the sale of transfer was effected for onward transmission to the purchaser
or transferee. However this letter should not be forwarded or transmitted in or
into the United States, Canada, Australia or Japan or any other jurisdiction if
to do so would constitute a violation of the laws of such jurisdiction.
Terms in quotation marks in this letter are defined in the Code, which can also
be found on the Panel`s website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8 of the Code, you should
consult the Panel.
The directors of CRG ("Directors") accept responsibility for the information
contained in this letter. The Directors also accept responsibility for the
correctness and fairness of the reproduction of the enclosed announcement and
for the information contained in it. To the best of the knowledge and belief of
the Directors, who have taken all reasonable care to ensure that such is the
case, the information contained in this letter is in accordance with the facts
and does not omit anything likely to affect the import of such information.
Yours faithfully,
Michael McMahon
Non-Executive Chairman
Central Rand Gold Limited
UNQUOTE
2.10 Announcement - Relevant Securities in Issue
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the
"Code"), CRG confirms that, as at close of business on 28 March 2011, its issued
share capital comprised 1,599,682,990 ordinary shares of 1 pence each. CRG
currently holds no ordinary shares in treasury. The International Securities
Identification Number ("ISIN") for the ordinary shares is GG00B24HM601.
For further information, please contact:
Johan du Toit +27 (0) 11 674 2304
Patrick Malaza +27 (0) 11 674 2304
Enquiries:
Evolution Securities Limited +44 (0) 20 7071 4300
Chris Sim / Neil Elliot
Macquarie First South Advisers (Pty) Ltd +27 (0) 11 583 2000
Annerie Britz / Melanie de Nysschen/ Yvette Labuschagne
Buchanan Communications Limited +44 (0) 20 7466 5000
Bobby Morse / Katharine Sutton / James Strong
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any
class of relevant securities of an offeree company or of any paper offeror
(being any offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer period and,
if later, following the announcement in which any paper offeror is first
identified. An Opening Position Disclosure must contain details of the person`s
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any paper offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made
by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10th business day following the announcement in which any
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to the deadline
for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person`s interests and
short positions in, and rights to subscribe for, any relevant securities of each
of (i) the offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a paper offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any
offeror and Dealing Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see Rules 8.1,
8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made can
be found in the Disclosure Table on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. If you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure, you should contact the
Panel`s Market Surveillance Unit on +44 (0)20 7638 0129.
Date: 29/03/2011 10:11:02 Supplied by www.sharenet.co.za
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