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NOTICE OF ANNUAL GENERAL MEETING
AND
SHARE CAPITAL REORGANISATION
Central Rand Gold Limited
(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
LSE share code: CRND JSE share code: CRD
("Central Rand Gold" or the “Company” or the “Group”)
NOTICE OF ANNUAL GENERAL MEETING
AND
SHARE CAPITAL REORGANISATION
Further to the 'Annual Report Release' announcement dated 29 April 2013, shareholders are
hereby advised that the notice of the 2013 annual general meeting (“AGM”) to be held on Friday, 7
June 2013, form of proxy and form of surrender have now been released using electronic means.
Shareholders should, therefore, download copies of the circular, notice and forms of proxy and
surrender at www.centralrandgold.com. Hard copies will be posted to those shareholders that have
specifically requested the Company to do so.
Shareholders are advised that the AGM of the Company is to be held at the offices of Carey Olsen,
Carey House, Les Banques, St Peter Port, Guernsey, GY1 4BZ (not at the registered office) at
11:00 (UK time) on 7 June 2013. Shareholders wishing to participate in the AGM in Guernsey via
video link from London may do so at the offices of K&L Gates, One New Change, London, EC4M
9AF. Shareholders in South Africa wishing to participate in the AGM via video link from
Johannesburg may do so at the offices of Statucor Proprietary Limited, 22 Wellington Road,
Parktown, South Africa.
At the AGM, the following resolutions will be put to the meeting:
Ordinary resolutions:
1. To receive and consider the report and accounts for the Company for the financial year
ended 31 December 2012.
2. To re-appoint the auditors of the Company.
3. To re-elect two of the directors, who retire by rotation.
4. To approve the Directors' Remuneration Report for the financial year ended 31 December
2012.
Extraordinary Resolutions and a Special Resolution:
1. To carry out a proposed redesignation of certain of the ordinary shares of £0.01 each in
the capital of the Company ("Ordinary Shares") as deferred shares of £0.01 each in the
capital of the Company ("Deferred Shares"), as described in the paragraph below headed
"Information on the proposed Share Capital Reorganisation" (the "Share Capital
Reorganisation").
2. To adopt new articles of incorporation (the "New Articles") in substitution for the existing
articles of incorporation.
3. To disapply the pre-emption rights contained within the New Articles.
Information on the proposed Share Capital Reorganisation
Over the last year, the share price of the Company has been trading below the nominal value of
the Company's Ordinary Shares, being £0.01. Although the Companies (Guernsey) Law, 2008 (as
amended) allows the Company to issue shares at a discount to the nominal value of its shares, the
Board considers that the perception of Central Rand Gold as a penny stock is not beneficial to the
Company. The Board therefore believes that it is prudent to use this opportunity to increase the
market value of its issued Ordinary Shares by way of the Share Capital Reorganisation.
It is proposed that, for every 50 Ordinary Shares held by a Shareholder, 49 will be redesignated as
Deferred Shares. If a Shareholder holds less than 50 Ordinary Shares, all such Ordinary Shares
will be redesignated as Deferred Shares. To the extent that the number of Ordinary Shares held by
a Shareholder is not exactly divisible by 50, the balance of such Ordinary Shares will also be
redesignated as Deferred Shares.
The rights attaching to the Ordinary Shares (including as to voting, dividends and return of capital)
will not be affected by the Share Capital Reorganisation.
The Deferred Shares will have rights such that in practical terms they will have no value and will
not be admitted to the Official List or to trading on the Main Market of the London Stock Exchange
or the Main Board of the JSE. The Deferred Shares will not be capable of being converted into
Ordinary Shares. The Board may decide to redeem or repurchase all of the Deferred Shares at a
future date, for no consideration. Further details of the rights attaching to the Deferred Shares are
set out in the annual general meeting notice and circular.
The Share Capital Reorganisation requires Shareholder approval and Shareholders are being
asked to vote on this at the AGM.
Assuming that the necessary resolutions to approve the Share Capital Reorganisation are passed
at the AGM, it is anticipated that CREST accounts for Shareholders who hold their Ordinary
Shares in uncertificated format will be amended in respect of their updated holdings of Ordinary
Shares on Monday, 10 June 2013. It is anticipated that accounts of South African Dematerialised
Shareholders at their CDSP or broker will be amended in respect of their updated holdings of
Ordinary Shares on Tuesday, 18 June 2013. Where Shareholders hold their Ordinary Shares in
certificated format, new share certificates in respect of their Ordinary Shares will be sent to them
by Tuesday, 18 June 2013. Please note that no share certificates will be issued in respect of
Deferred Shares.
Pursuant to the requirements of the JSE, following the Share Capital Reorganisation, the Ordinary
Shares will have a new ISIN. The new ISIN is GG00B92NXM24.
The annual general meeting notice and circular is only available in the English language from the
offices of K&L Gates, One New Change, London, EC4M 9AF or at the offices of the Company at
CRG Slot 8,10 Spencer Avenue, corner Robert Road, Robertville, Roodepoort, 1709, South Africa
and on the Company website from Friday, 7 May 2013.
Proposed timetable for AGM and the Share Capital Reorganisation
Last date to trade for Shareholders on the SA Register in Friday, 26 April 2013
order to be entitled to receive notice of the AGM
Record date to determine Shareholders on the SA Friday, 3 May 2013
Register who are entitled to receive notice of the AGM
Record date to determine Shareholders on the UK 5:00 p.m. (UK Time) on Friday, 3 May
Register who are entitled to receive notice of the AGM 2013
Commencement of restrictions on transfers between UK Thursday, 30 May 2013
Register and SA Register
Latest time and date for receipt of Forms of Proxy for the 11.00 a.m. (UK Time) on Wednesday,
AGM at the Company's Receiving Agents in Guernsey or 5 June 2013
with the Transfer Secretaries in South Africa
Record date to determine Shareholders on the SA Thursday, 6 June 2013
Register who are entitled to attend and vote at the AGM
Record date to determine Shareholders on the UK 5.00 p.m. (UK Time) on Thursday, 6
Register who are entitled to attend and vote at the AGM June 2013
Record date for the UK Register for the Share Capital 5.00 p.m. (UK Time) on Friday, 7 June
Reorganisation 2013
Date of the AGM 11:00 a.m. (UK Time) on Friday, 7
June 2013
Last day to trade for Shareholders on the SA Register for Friday, 7 June 2013
Share Capital Reorganisation
Results of the AGM released on RNS and SENS Friday, 7 June 2013
Share Capital Reorganisation effective in respect of 8:00 a.m. (UK Time) on Monday, 10
Ordinary Shares on the UK Register June 2013
Trading in the redesignated Ordinary Shares under the 8:00 a.m. (UK Time) on Monday, 10
new ISIN GG00B92NXM24 commences June 2013
CREST accounts amended in respect of Ordinary 8:00 a.m. (UK Time) on Monday, 10
Shares June 2013
Record date for the SA Register for the Share Capital Friday, 14 June 2013
Reorganisation
Share Capital Reorganisation effective in respect of Tuesday, 18 June 2013
Ordinary Shares on the SA Register
Dispatch of new share certificates in respect of Ordinary by Tuesday, 18 June 2013
Shares to South African Shareholders who have
surrendered their share certificates by 12.00 noon
(South African time) on Friday, 14 June 2013
Accounts of South African Dematerialised Shareholders Tuesday, 18 June 2013
updated in respect of Ordinary Shares following the
Share Capital Reorganisation
End of restrictions on transfers between UK Register and Tuesday, 18 June 2013
SA Register
For further information, please contact:
Central Rand Gold +27(0) 87 310 4400
Johan du Toit / Patrick Malaza
Charles Stanley Securities Limited +44 (0) 20 7149 6478
Marc Milmo / Mark Taylor
Merchantec Capital +27 (0) 11 325 6363
Marcel Goncalves / Monique Martinez
Buchanan +44 (0) 20 7466 5000
Bobby Morse
Jenni Newman Public Relations Proprietary Limited +27 (0) 11 506 735
Jenni Newman
Johannesburg
7 May 2013
JSE Sponsor
Merchantec Capital
Date: 07/05/2013 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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