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RNG - Randgold & Exploration Company Limited - Odd-lot offer, specific share
repurchase and approval of Share Incentive Scheme
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG
ISIN: ZAE000008819
("R&E" or "the Company")
ODD-LOT OFFER, SPECIFIC SHARE REPURCHASE AND APPROVAL OF SHARE INCENTIVE SCHEME
1 Introduction
1.1 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.
2 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.
1.3 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.
1.4 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.
1.5 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 Thursday, 11 August 2011 ("the circular").
2 MECHANISM OF THE OFFERS
2.1 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.
2.2 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.
2.3 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.
3 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.
4 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.
5 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.
6 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 Friday, 26 August
to vote at the general meeting 2011
Record date in order to vote at the Friday, 2 September
general meeting 2011
Proxy forms to be received by 10:00 on Wednesday, 7 September
2011
General meeting of shareholders to be held Friday, 9 September
at 10:00 on 2011
Results of the general meeting released on Friday, 9 September
SENS 2011
Offers open at 09:00 Monday, 12 September
2011
Finalisation announcement released on SENS Friday, 16 September
on or before 2011
Last day to trade in order to participate Friday, 23 September
in the offers 2011
R&E ordinary shares trade "ex" the offers Monday, 26 September
2011
Shareholders who purchase R&E ordinary Monday, 26 September
shares on or after this date will not be 2011
eligible to participate in the offers
Forms of election and surrender for the Friday, 30 September
offers to be received by the transfer 2011
secretaries by no later than 12:00 (see
note 6.3)
Offers close at 12:00 Friday, 30 September
2011
Record date to determine those Friday, 30 September
shareholders entitled to participate in 2011
the offers
Implementation of the offers takes effect Monday, 3 October
at commencement of business 2011
Odd-lot holders and affected specific Monday, 3 October
holders with dematerialised shares will 2011
have their accounts held at their CSDP or
broker updated with their new holding and
credited with the offer price per share on
Payment of the offer price per share to Monday, 3 October
odd-lot holders and affected specific 2011
holders with certificated shares (see note
6.4)
Results of the offers released on SENS Monday, 3 October
2011
Cancellation and termination of listing of Wednesday, 5 October
R&E ordinary shares repurchased in terms 2011
of the offers on or about
Notes:
6.1 These dates and times are subject to change. Any material changes will be
released on SENS.
6.2 Share certificates may not be dematerialised or rematerialised between
Monday, 26 September 2011 and Friday, 30 September 2011, both days
inclusive.
6.3 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.
6.4 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.
6.5 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.
7 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.
8 NOTICE OF GENERAL MEETING
The General Meeting of shareholders of R&E will be held at the Protea Hotel
alalaika, 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
Date: 10/08/2011 14:46:29 Supplied by www.sharenet.co.za
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