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Placing, Subscription and Open Offer, Notice of General Meeting
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: GG00B92NXM24
LSE share code: CRND JSE share code: CRD
(“Central Rand Gold” or the “Company”)
Placing, Subscription and Open Offer
Notice of General Meeting
Central Rand Gold is pleased to announce that it is undertaking a Placing, Subscription and Open Offer to raise
up to £1.69 million through the issue of up to 19,196,065 Open Offer Shares pursuant to the Open Offer at a
price of 8.78 pence (or, as applicable, 149 South African cents) per Ordinary Share.
Highlights:
* Placing, Subscription and Open Offer to raise up to £1.69 million through the issue of up to 19,196,065
Open Offer Shares pursuant to the Open Offer at a price of 8.78 pence (or, as applicable, 149 South African
cents) per Ordinary Share.
* Qualifying Shareholders, subject to the terms and conditions of the Open Offer, will be given the opportunity
under the Open Offer to apply for the Open Offer Shares at 8.78 pence (or, as applicable, 149 South African
cents) per Ordinary Share pro rata to their holdings on the basis of 3 Open Offer Shares for every 5 Existing
Ordinary Shares.
* 12,745,381 Open Offer Shares have been conditionally placed with investors subject to clawback by
Existing Shareholders under the Open Offer.
* Redstone Capital has the right to subscribe for a maximum of 32,605,167 new Ordinary Shares under the
Option Agreement to raise up to an additional £2.86 million, on the basis that the Open Offer is fully taken
up.
* Use of proceeds:
* strengthen the Company’s balance sheet;
* continue the expansion of the resource base on the CMR tenement area through underground
development. This development will provide the Company with new mining areas, and is also expected
that it will intercept a high grade payshoot with grades estimated above 4g/t. Current resource base for
CMR estimates an average grade of 3.5g/t;
* complete economic studies to mine down to 900 metres below surface, as the de-watering process will
allow the Company to access deeper parts of its mines, the objective being to increase the Company’s
JORC resource and reserve base;
* conduct additional feasibility studies of the Company’s other tenement areas; and
* further reduce operational costs through ownership rather than leasing of mining and processing
equipment.
Operational Update:
Since September 2013, Central Rand Gold has:
* procured and installed a primary jaw crusher;
* installed a secondary gyratory cone crusher, which has a crushing capacity in excess of 30,000 tonnes
per month; and
* procured an additional Ball Mill that will effectively increase the Company’s milling capacity by 12,000
tonnes per month. Once commissioned, the Company will have milling capacity in excess of 25,000
tonnes per month. The increased milling capacity and availability will lessen the Company’s reliance on
external tolling which should improve both revenue generation and operating margin.
Johan du Toit, Chief Executive Officer, comments:
“I would like to thank both our existing shareholders and new investors for their confidence demonstrated by this
successful Placing, Subscription and Open Offer. Central Rand Gold has made significant progress with the
planned upgrades and we are looking forward to continuing the improvements to our operations. The funds
raised will allow the Company to set a clear strategy of deliverables, continuing with underground development to
access additional mining areas, increasing Central Rand Gold’s resources and reserves base and creating true
value for our shareholders.”
Notice of General Meeting
A General Meeting will be held at the offices of Carey Olsen, Carey House, Les Banques, St. Peter Port,
Guernsey, GY1 4BZ at 10.00 a.m. on 8 January 2014. Shareholders wishing to participate in the General Meeting
in Guernsey via video link from London may do so at the offices of K&L Gates LLP, One New Change, London,
EC4M 9AF. Shareholders in South Africa wishing to participate in the General Meeting via video link from
Johannesburg may do so at the offices of Statucor Proprietary Limited, BDO House, 22 Wellington Road,
Parktown.
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 6000
Marc Milmo / Mark Taylor
Merchantec Capital +27 (0) 11 325 6363
Marcel Goncalves / Monique Martinez
Buchanan +44 (0) 20 7466 5000
Bobby Morse/Louise Mason
www.buchanan.uk.com
Jenni Newman Public Relations Proprietary Limited +27 (0) 11 506 735
Jenni Newman
6 December 2013
Charles Stanley Securities, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is
acting as nominated adviser and broker to Central Rand Gold for the purpose of the AIM Rules in connection with the Placing,
Subscription and Open Offer and, as such, its responsibilities are owed solely to the London Stock Exchange and are not owed
to the Company or to any Director or to any other person or entity. Charles Stanley Securities will not be responsible to any
person other than the Company for providing the protections afforded to clients of Charles Stanley Securities or for providing
advice to any other person in connection with the Placing, Subscription and Open Offer or any other matter referred to herein.
Charles Stanley Securities has not authorised the contents of, or any part of, this document, and no liability whatsoever is
accepted by Charles Stanley Securities for the accuracy of any information or opinions contained in this document or for the
omission of any material information.
This announcement does not constitute, or form part of the Placing, Subscription and Open Offer or any invitation to sell or
issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company nor shall this announcement or
any part of it, or the fact of its distribution, form the basis of, or be relied on, in connection with or act as any inducement to
enter into any contract or commitment whatsoever with respect to the Placing, Subscription and Open Offer or otherwise.
Central Rand Gold Limited
6 December 2013
Placing and Open Offer of up to 19,196,065 Ordinary Shares at 8.78 pence (or, as applicable, 149 South
African cents) per Ordinary Share
Introduction
On 2 August 2013, the Company announced that it had entered into an agreement to raise US$7.25 million
(gross) through the issue of Loan Notes to Redstone Capital. In the circular to Shareholders dated 2 August
2013, seeking Shareholder approval for, inter alia, the investment by Redstone Capital, the Board confirmed that,
in order to offer all Shareholders the opportunity to participate in the future growth and development of Central
Rand Gold’s operations, it would make an Open Offer to Shareholders.
The Company is therefore pleased to announce that it is undertaking a Placing, Subscription and Open Offer to
raise up to £1.69 million through the issue of up to 19,196,065 Open Offer Shares pursuant to the Open Offer at
a price of 8.78 pence (or, as applicable, 149 South African cents) per Ordinary Share. Pursuant to the terms of
the Placing and the Subscription, 12,745,381 Open Offer Shares have been conditionally placed with investors
subject to clawback by Existing Shareholders under the Open Offer. Under these clawback arrangements, the
Open Offer Shares that have been conditionally placed with investors will not be issued to them if, and to the
extent, that they are taken up by existing Shareholders under the Open Offer. The Issue Price represents the
price at which Redstone Capital can convert the Loan Notes and exercise the Warrants issued to it pursuant to
the terms of the Redstone Transaction Documents and a discount of approximately 39.4 per cent. to the mid-
market closing price on 4 December 2013 (being the last practicable date prior to this announcement).
The Directors believe that, together with the funds raised from Redstone Capital by the issue of the Loan Notes
and the further funds that the Company will raise if Redstone Capital exercises the Option Agreement, the Open
Offer will provide the Company with the additional capital required to finalise the improvements being made to the
Company’s processing capacity and to enable it to start to fund the near term strategy of the Company as it looks
to maximise the mining opportunities that exist within its mining licences.
Background to and reasons for the Open Offer
Central Rand Gold is the holding company for a group of companies engaged in gold mining and exploration
projects within the Central Rand Goldfield, bordering the southern outskirts of Johannesburg in South Africa.
Central Rand Gold has New Order mining rights from the South African Department of Minerals Resources over
the Consolidated Main Reef, Langlaagte, Crown Mines and City Deep with prospecting rights granted over an
additional five areas.
Following the receipt of the funds from the investment by Redstone Capital, the Company’s primary objective was
to undertake a number of upgrades to the metallurgical processing plant to improve reliability and to increase the
overall plant capacity to approximately 25,000 tonnes per month.
Since September 2013, Central Rand Gold has procured and installed a primary jaw crusher and has also rented
and installed a secondary gyratory cone crusher, which has a crushing capacity in excess of 30,000 tonnes per
month.
The Company has also procured an additional Ball Mill that will effectively increase the Company’s milling
capacity by 12,000 tonnes per month. Once the Ball Mill has been commissioned, which is expected to be
installed by the end of March 2014, the Company will have milling capacity in excess of 25,000 tonnes per
month. The increased milling capacity and availability will lessen the Company’s reliance on external tolling which
should improve both revenue generation and operating margin.
Over the next 12 months, the key areas to be addressed to maximise the opportunities that exist for the
Company within its resource base are:
* the successful development and work required to enable the Company to access new mining areas; and
* the successful completion of the de-watering plant (which is expected in March 2014) and the benefits of the
de-watering process on the water levels which will allow the Company to access deeper parts of its mines,
which is expected during the second half of 2014.
Both of these considerations are due to occur during the course of 2014 with the full benefits expected to be seen
during the second half of 2014. In the near term, the Company’s objective is to stabilise production at around
25,000 tonnes per month during 2014, which should provide it with an annual gold production rate of around
17,000 oz. Taking the above into account, and taking into account the further funds that the Company will raise if
Redstone Capital exercises the Option Agreement, the Board believes that the appropriate level of funding
required to meet the Company’s short term financial needs is an Open Offer of £1.69 million (US$2.77 million).
Under the Option Agreement, following the Placing, Subscription and Open Offer, Redstone Capital will be
entitled to subscribe for such number of additional Ordinary Shares so as to ensure that its percentage holding of
the issued share capital of the Company would remain unchanged following the Open Offer (assuming Redstone
Capital had converted in full the Loan Notes but excluding the exercise of the Warrants) at 62.9 per cent. of the
issued share capital of Central Rand Gold. On the assumption that all of the Open Offer Shares are subscribed
for, Redstone Capital will have the right to subscribe for a maximum of 32,605,167 new Ordinary Shares under
the Option Agreement.
The funds raised under the Placing, Subscription and Open Offer and the Option Agreement will be utilised to
strengthen the Company’s balance sheet and to:
* continue to open up its resource base on the CMR tenement area through underground development. This
development will not only provide the Company with new mining areas, it is also expected that as this
development progresses towards the western boundary of CMR West, it will intercept a high grade payshoot
with grades estimated above 4g/t. Current resource base for CMR estimates an average grade of 3.5g/t;
* undertake and complete economic studies to mine down to 900 metres below surface, as the de-watering
process will allow the Company to access deeper parts of its mines, the objective being to increase the
Company’s JORC resource and reserve base;
* undertake additional feasibility studies of the Company’s other tenement areas; and
* provide the Company with the potential to operate some of its own equipment as the Company seeks to
reduce its operational costs by reducing the amount of rented equipment.
Current Trading and operational update
Milling and Crushing Circuit Upgrades
The metallurgical plant upgrades described in the operational update dated 18 September 2013 are substantially
advanced. The entire commination train is in the process of being overhauled and redesigned to maximise
throughput, optimise end product quality and realise substantial operating cost savings. The existing CIL mill has
had its pinion gear changed in October 2013. This mill will be down during December 2013 as new bearings and
other modifications are implemented. This work is geared to achieve an overall plant capacity of approximately
25,000 tonnes per month, by the end of the first quarter of 2014.
Static Screening Plant
The screening plant has been completed and successfully commissioned, allowing for high grade fine fraction
material (from at least 25 per cent. of the primary crushed feed material) to be scalped and introduced directly to
the new washing circuit and thereby eliminating the need for secondary crushing. It is encouraging that this
screening plant has been completed on schedule. Besides an increase in capacity, the use of this facility as from
November 2013 will remove the current reliance on expensive and unreliable outsourced screening, thus
reducing ore flow bottlenecks, increasing productivity and realising screening operating cost savings of more than
R17/tonne.
Primary Crushing Circuit Upgrade
The primary jaw crusher has been fabricated and delivered to site and the installation thereof is well underway. It
is anticipated that the primary crushing circuit will be fully operational by mid-December 2013. This circuit will
allow for primary crushing of both oxide and sulphide at rates exceeding that required by the secondary crusher,
allowing for a substantial buffer of crushed secondary ore feed allowing for reliable continuous operations.
Primary crushing operating cost reductions are expected to flow during December 2013.
Secondary Crushing Circuit Upgrade
The leased secondary gyratory cone crusher has been successfully commissioned and its crushing performance
is in line with expectations. The product generated contains upwards of 15 per cent. ore in the minus 75 micron
fraction which may be immediately introduced via a new washing circuit to the leach section for gold recovery,
bypassing the milling circuit and thereby immediately increasing the bottle neck milling capacity. The output of
this secondary crushing circuit substantially outperforms the previous VSI secondary crusher in terms of
production rate as well as operating cost. The secondary crusher will be stress tested during the month of
November 2013 to ensure that it can reliably produce the required 25,000 tonnes per month.
In addition to the expected benefits in operating efficiency and reduced operating costs, the Company expects
that these changes to the crushing circuit will allow for further improvements in the overall Mine Call Factor which
the Company expects will become evident during November and December 2013 as stages are completed.
Washing circuit
The Company is in the process of introducing a washing circuit between the secondary crushing and milling
circuits before the end of November 2013. The washing circuit will firstly be used to scalp the minus 75 micron
material from the fines, which will be introduced directly into the leach section and secondly to introduce the plus
75 micron minus 800 micron material to the low capacity Bateman milling circuit. The Company believes that the
introduction of this feed as primary feed to the Bateman milling circuit, will increase the Bateman milling circuit’s
capacity by approximately 12 per cent. The Company expects to see benefits from the washing circuit during
December 2013.
Milling capacity
The acquired milling circuit will be fully refurbished to a new specification and it is expected that the new milling
circuit will be assembled towards the end of the first quarter of 2014.
Production
Both underground and surface mining continued to perform well during September 2013 with production targets
being largely achieved. A combined tonnage of just under 23,700 tonnes grading 3.5g/t against a target of 24,000
tonnes grading 3.3g/t was achieved.
Acid Mine Drainage Update
The construction of the 84 million litre High Density Sludge (“HDS”) plant to address the rising Acid Mine
Drainage (“AMD”) in the Witwatersrand Central Basin continues. It is expected that the HDS plant will be
operational by the end of March 2014.
Recent water measurements at the bottom of the CMR West mine have demonstrated that the water level is at
approximately 260 metres below surface. This is 30 metres below the modelled water level for the area on which
the mining plan is based. Based on the current rate of rise, it is expected that the HDS plant will be able to stop
the rising AMD before it has a significant impact on the Company’s current working areas, which the Company
estimates are 225 metres below surface.
CMR East and Langlaagte Development
Operational studies are currently underway to schedule the development and mining of the CMR East mine from
the current CMR West portal. If positive, this development will be accelerated to allow for rapid ramp up of
additional production ahead of schedule. Primary development may also extend through the adjacent Langlaagte
mining block to allow for simultaneous evaluation and development. This block has yet to be evaluated due to a
paucity of grade data and this development will allow for both grade evaluation and face establishment if positive.
This development may continue through Langlaagte to the proposed Crown West mine offering relatively rapid
access to this new mine. If studies are successful, this underground development will be undertaken in
conjunction with a surface diamond drilling programme to de-risk the development ahead of the face and add
further data points to the evaluation database.
Details of the Open Offer
Qualifying Shareholders, subject to the terms and conditions of the Open Offer, will be given the opportunity
under the Open Offer to apply for the Open Offer Shares at the Issue Price pro rata to their holdings on the
following basis:
3 Open Offer Shares for every 5 Existing Ordinary Shares
Fractions of Open Offer Shares will not be allotted to Qualifying Shareholders in the Open Offer and fractional
entitlements under the Open Offer will be rounded down to the nearest whole number of Open Offer Shares.
Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their maximum entitlement.
The Company is proposing to issue 12,745,381 Open Offer Shares to Placees pursuant to the terms of the
Placing and Subscription with the aggregate number of Open Offer Shares issued to such Placees being reduced
by the receipt of valid applications for Open Offer Shares from Qualifying Shareholders. Under these clawback
arrangements, the Open Offer Shares that have been conditionally placed with investors will not be issued to
them if, and to the extent, that they are taken up by existing Shareholders under the Open Offer.
The aggregate number of Open Offer Shares available for acquisition pursuant to the Open Offer will not exceed
19,196,095 Open Offer Shares.
General
The latest time and date for acceptance and payment in full under the Open Offer will be 11.00 a.m. (or, in
respect of Qualifying South African Certificated Shareholders, 12.00 noon South African time) on 15 January
2014, unless otherwise announced by the Company via RNS and SENS.
The Placing, Subscription and Open Offer are conditional, amongst other things, on the approval of the
Resolution by the Shareholders at the General Meeting and on the Placing Agreement becoming unconditional in
all respects and Admission of the Open Offer Shares becoming effective by not later than 8.00 a.m. on
20 January 2014 (or such later time and/or date as the Company and Charles Stanley may determine, being not
later than 11.00 a.m. on 3 February 2014).
Qualifying Shareholders may apply for any whole number of Open Offer Shares up to their maximum entitlement
which, in the case of Qualifying Non-CREST Shareholders and Qualifying South African Certificated
Shareholders, is equal to the number of Open Offer Entitlements as shown in Box B on their Non-CREST
Application Form or Box 3 on their SA Form of Instruction (as applicable) and in the case of Qualifying CREST
Shareholders and Qualifying South African Dematerialised Shareholders, is equal to the number of Open Offer
Entitlements standing to the credit of their stock account in CREST or their accounts at their CSDP or broker, as
applicable. Qualifying CREST Shareholders and Qualifying South African Dematerialised Shareholders will
receive a credit to their appropriate stock accounts in CREST or at their CSDP or broker in respect of their Open
Offer Entitlements at 9.00 a.m. on 17 December 2013. Qualifying Shareholders with holdings of Existing Ordinary
Shares in both certificated and uncertificated form will be treated as having separate holdings for the purpose of
calculating their entitlements under the Open Offer as will Qualifying Shareholders with holdings under different
designations or in different accounts.
Application has been made for the Open Offer Entitlements (in respect of Qualifying CREST Shareholders) to be
admitted to CREST. It is expected that such Open Offer Entitlements will be admitted to CREST on 8.00 a.m. on
20 January 2014. The Open Offer Entitlements will also be enabled for settlement in CREST at 7.00 a.m. on
17 December 2013. Applications through the CREST system may only be made by the Qualifying Shareholder
originally entitled or by a person entitled by virtue of a bona fide market claim.
Qualifying South African Dematerialised Shareholders will have their accounts automatically updated by their
CSDP or broker with their Open Offer Entitlements at 9.00 a.m. (South African time) on 9 December 2013. Open
Offer Shares in uncertificated form are expected to be updated at the CSDP or broker accounts of Qualifying
South African Dematerialised Shareholders on 20 January 2014. The CSDP or broker will make payment on a
delivery-versus-payment basis.
If Admission does not take place on or before 8.00 a.m. on 20 January 2014 (or such later time and/or date as
the Company and Charles Stanley may determine, being not later than 8.00 a.m. on 3 February 2014), the Open
Offer will lapse, any Open Offer Entitlements admitted to CREST or automatically updated to Qualifying South
African Dematerialised Shareholders’ accounts at their CSDP or broker will thereafter be disabled and application
monies under the Open Offer will be refunded to the applicants, by cheque (at the applicant’s risk) in the case of
Qualifying Non-CREST Shareholders and Qualifying South African Certificated Shareholders, and by way of a
CREST payment in the case of Qualifying CREST Shareholders or by way of update of their account at their
CSDP or broker in the case of Qualifying South African Dematerialised Shareholders, without interest as soon as
practicable thereafter.
Application will be made to the London Stock Exchange and to the JSE for the Open Offer Shares to be admitted
to trading on AIM and AltX. It is expected that Admission will become effective and that dealings will commence
at 8.00 a.m. on 20 January 2014 on AIM and at 9.00 a.m. on 20 January 2014 on AltX.
Upon completion of the Open Offer and assuming full take up of the Open Offer Shares the Open Offer Shares
will in aggregate represent approximately 37.5 per cent. of the Enlarged Issued Share Capital and the Existing
Ordinary Shares will represent approximately 62.5 per cent. of the Enlarged Issued Share Capital (excluding any
Ordinary Shares subscribed for by Redstone Capital pursuant to the Option Agreement or resulting from the
conversion of the Loan Notes or the exercise of the Warrants, further details of which are set out in paragraph 6
of the Document referred to below).
Shareholders should note that the Open Offer is not a rights issue. Qualifying Shareholders should be aware that
in the Open Offer, unlike in a rights issue, any Open Offer Shares not applied for will not be sold in the market on
behalf of, or placed for the benefit of, Qualifying Shareholders who do not apply for Open Offer Shares under the
Open Offer. Qualifying Non-CREST Shareholders and Qualifying South African Certificated Shareholders should
note that their Non-CREST Application Form and SA Form of Instruction respectively is not a negotiable
document and cannot be traded.
Further information on the Open Offer and the terms and conditions on which it is made, including the procedure
for application and payment, are set out in the document to Shareholders dated 6 December 2013 (the
“Document”). The Document will be posted to Shareholders and will be made available on the Company’s
website www.centralrandgold.com.
Redstone Option Agreement
Pursuant to the terms of the Option Agreement, following completion of the Open Offer, Redstone Capital will
have a period of 60 days after the Open Offer Shares are issued to subscribe for such number of additional
Ordinary Shares as will ensure that its percentage holding of the issued share capital of the Company will remain
unchanged (assuming full conversion of the Loan Notes but excluding the exercise of the Warrants). On the
assumption that all of the Open Offer Shares are subscribed for, Redstone Capital will have the right to subscribe
for a maximum of 32,605,167 new Ordinary Shares. The Directors believe that Redstone Capital intends to take
up its rights pursuant to the terms of the Option Agreement.
Illustrative potential shareholding of Redstone Capital
At the date of this announcement, Redstone Capital has not converted any of its Loan Notes into Ordinary
Shares nor exercised any Warrants to subscribe for Ordinary Shares. The percentage shareholding of Redstone
Capital following completion of the Fundraise and assuming full take up of the Open Offer Shares and that:
(i) Redstone Capital subscribes for the maximum 32,605,167 new Ordinary Shares at a price of 8.78 pence
per Ordinary Share pursuant to the terms of the Option Agreement (assuming it has not converted any of
its Loan Notes or exercised any Warrants); and
(ii) Redstone Capital subscribes for a maximum 32,605,167 new Ordinary Shares under the Option
Agreement and subsequently converts in full the Loan Notes and exercises in full the Warrants at a price
of 8.78 pence per Ordinary Share,
are set out below:
Illustrative Percentage of the enlarged issued share capital
following the proposals
(i) (ii)
Maximum no. of Maximum Maximum no. of
Ordinary Shares Percentage of the Ordinary Shares
under the Option enlarged issued under the Option
Agreement share capital Agreement, Loan
following the Open Note Conversion and
Offer Warrant Exercise
Redstone Capital 32,605,167 63.70% 69.00%
General Meeting
For the purposes of effecting the Open Offer, a Resolution will be proposed at the General Meeting to authorise
the Company to issue the Open Offer Shares. A General Meeting will be held at the offices of Carey Olsen,
Carey House, Les Banques, St. Peter Port, Guernsey, GY1 4BZ at 10.00 a.m. on 8 January 2013. Shareholders
wishing to participate in the General Meeting in Guernsey via video link from London may do so at the offices of
K&L Gates LLP, One New Change, London, EC4M 9AF. Shareholders in South Africa wishing to participate in the
General Meeting via video link from Johannesburg may do so at the offices of Statucor Proprietary Limited, BDO
House, 22 Wellington Road, Parktown.
The Company has, on 6 December 2013, published the Document, which provides further details of the Open
Offer and encloses the Notice of General Meeting to be held on 8 January 2013 and the Form of Proxy.
Shareholders are hereby advised that the Document, the Notice of General Meeting and the Form of Proxy have
been supplied to Shareholders by being published on the Company’s website at www.centralrandgold.com and
will also be posted to Shareholders today.
Overseas Shareholders
The attention of Overseas Shareholders is drawn to the information which appears in paragraph 6 of Part III:
“Terms and Conditions of the Open Offer” of the Document.
Directors’ Participation
Johan du Toit, Patrick Malaza and Miklos Salamon have undertaken to take up their Open Offer Entitlements in
respect of 4,200, 420 and 75,237 Open Offer Shares respectively.
Recommendation and Irrevocable Undertakings
The Directors consider the Open Offer and the passing of the Resolution to be in the best interests of the
Shareholders and the Company as a whole. Accordingly, the Directors recommend that Shareholders vote in
favour of the Resolution as they have irrevocably undertaken to do in respect of their beneficial holdings of an
aggregate of 137,398 Existing Ordinary Shares, representing approximately 0.43 per cent. of the Existing
Ordinary Shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Time and/or Date
UK Record Date for entitlement under the Open Offer Close of business on
3 December 2013
SA Last Day to Trade in Ordinary Shares in order to participate in the Open
Offer 6 December 2013
Commencement of restrictions on transfers between UK Register and South 6 December 2013
African Register from close of business
Commencement of the period during which the South African Register will not 6 December 2013
register the transfer of Existing Shares by Qualifying South African Shareholders
where those Existing Shares are held in certificated form from close of business
Ex-entitlement date of the Open Offer (“Ex-Date”) by LSE 7.00 a.m.
6 December 2013
Announcement of the Placing and Open Offer on RNS and SENS 6 December 2013
Publication of this document, the Non-CREST Application Form and the SA
Form of Instruction 6 December 2013
Open Offer Entitlements credited to stock accounts of Qualifying CREST 7.00 a.m.
Shareholders in CREST 9 December 2013
Ex-entitlement date of the Open Offer (“Ex-Date”) by JSE 9.00 a.m.
9 December 2013
(South African time)
SA Record Date for Open Offer 5.00 p.m. on 13
December 2013
(South African time)
End of restrictions on transfers between UK Register and SA Register Close of business on 13
December 2013
(South African time)
End of restrictions on Qualifying South African Shareholders dematerialising or Close of business on 13
rematerialising their Existing Ordinary Shares December 2013
(South African time)
End of period during which the SA Registrar will not register the transfer of Close of business on 13
Existing Ordinary Shares by Qualifying South African Shareholders where those December 2013
Existing Ordinary Shares are held in certificated form (South African time)
Issue of entitlements to Qualifying South African Dematerialised Shareholders’
who will have their CSDP or broker accounts automatically credited with Open 9.00 a.m.
Offer Entitlements 17 December 2013
(South African time)
Issue of entitlements to Qualifying South African Certificated Shareholders 9.00 a.m.
credited to an electronic account held with the Transfer Secretaries in South 17 December 2013
Africa (South African time)
Latest time and date for receipt of Forms of Proxy 10.00 a.m.
6 January 2014
Record date to determine Shareholders who are entitled to attend and vote at 6.00 p.m. (5.00 p.m. South
the General Meeting African time)
7 January 2014
General Meeting 10.00 a.m.
8 January 2014
Results of General Meeting released on RNS and SENS 9 January 2014
Recommended latest time for requesting withdrawal of Open Offer Entitlements 4.30 p.m.
from CREST 10 January 2014
Latest time and date for depositing Open Offer Entitlements into CREST 3.00 p.m.
10 January 2014
Latest time and date for splitting Application Forms in the UK (to satisfy bona 3.00 p.m.
fide market claims only) 13 January 2014
Open Offer closes and Latest time and date for receipt of completed Application
Forms and payment in full under the Open Offer and settlement of relevant 11.00 a.m.
CREST instructions (as appropriate) 15 January 2014
Open Offer closes and Latest time and date for receipt of SA Form of Instruction 12.00 noon
and payment of Open Offer Entitlements 15 January 2014
(South African time)
Announcement of the results of the Open Offer on RNS and SENS 7.00 a.m.
16 January 2014
Admission to AIM and commencement of dealings in Open Offer Shares 8.00 a.m.
20 January 2014
Admission to AltX and commencement of dealings in Open Offer Shares 9.00 a.m.
20 January 2014
(South African time)
Open Offer Shares in uncertificated form expected to be credited to accounts in As soon as possible
CREST after 8.00 a.m.
20 January 2014
Open Offer Shares in uncertificated form expected to be updated at the CSDP
or broker accounts of Qualifying South African Dematerialised Shareholders As soon as possible
(The CSDP or broker will make payment on a delivery-versus-payment basis) after 9.00 a.m.
20 January 2014
(South African time)
Despatch of definitive share certificates for Open Offer Shares in certificated By 27 January 2014
form for Qualifying South African Shareholders
Despatch of definitive share certificates for Open Offer Shares in certificated By 3 February 2014
form to Qualifying Non-CREST Shareholders
Notes
1 References to times in this announcement are to London time unless otherwise stated.
2 The times and dates set out in the Expected Timetable of Principal Events above and mentioned throughout the Document may be adjusted
by Central Rand Gold in which event details of the new times and dates will be notified to the London Stock Exchange and the JSE and,
where appropriate, Qualifying Shareholders via RNS and SENS.
3 Different procedures for return of Application Forms may apply in certain cases (please see Part III of the Document: “Terms and Conditions
of the Open Offer” for further details).
4 Shareholders may not transfer Existing Ordinary Shares between the UK Register and the SA Register from the close of business on
6 December 2013 until after the close of business on 13 December 2013.
5 The Open Offer Shares may only be traded once issued.
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires otherwise:
"Admission" the admission of the Open Offer Shares (as the case may be) to
trading on AIM becoming effective in accordance with the AIM
Rules and to trading on AltX
"AIM" the market of that name operated by the London Stock Exchange
"AIM Rules" the provisions of the London Stock Exchange entitled “AIM Rules
for Companies” as amended or reissued from time to time
governing, amongst other things, admission to AIM and the
continuing obligations of AIM companies
“AltX” the Alternative Exchange of the JSE
"Application Forms" the Non-CREST Application Form and the SA Form of Instruction
"Board" the board of directors of the Company as at the date of this
document
"Charles Stanley" Charles Stanley & Co Limited, trading through its division Charles
Stanley Securities, nominated adviser and broker to the Company
"Company" or "Central Rand Gold" Central Rand Gold Limited
"CREST" the relevant system (as defined in the CREST Regulations) for the
paperless settlement of share transfers and the holding of shares in
uncertificated form in respect of which Euroclear is the operator (as
defined in the CREST Regulations)
“CSDP” a Central Securities Depository Participant in South Africa
"Directors" the directors of the Company as at the date of this document,
"Disclosure and Transparency Rules" the disclosure and transparency rules of the FCA
"Enlarged Issued Share Capital" the issued share capital of the Company as enlarged by the issue of
the Open Offer Shares (assuming full take up of the Open Offer)
“Ex-Date” means 6 December 2013 (or 9 December 2013 in South Africa),
being the date on which the Existing Ordinary Shares are marked
“ex” the entitlement to be offered the Open Offer Shares
"Existing Ordinary Shares" the Ordinary Shares in issue as at the date of the Document
"Form of Proxy" the form of proxy accompanying the Document for use in
connection with the General Meeting
"FSMA" Financial Services and Markets Act 2000 (as amended)
"Fundraise" together, the Placing, Subscription and the Open Offer and the
funds received pursuant to the terms of the Redstone Option
"General Meeting" or "GM" the extraordinary general meeting of the Company convened for
10.00 a.m. on 8 January 2014, notice of which is set out in the
Document, and any adjournment thereof
"Issue Price" 8.78 pence per Open Offer Share (or 149 South African cents per
Open Offer Share, as applicable)
JSE Limited, a public company duly incorporated under the
“JSE”
company laws of South Africa under registration number
2005/022939/06, licensed as an exchange under the Financial
Markets Act, 2012 (Act 19 of 2012), as amended;
“Loan Note Instrument” the loan note instrument constituting up to US$7,250,000 non-
amortising secured convertible 8 per cent. loan notes due 2016,
entered into by the Company on 19 August 2013
“Loan Notes” the US$7,250,000 loan notes issued by the Company pursuant to
the Loan Note Instrument
"London Stock Exchange" London Stock Exchange plc
“Non-CREST Application Form” the personalised application form on which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares under the Open
Offer
"Notice of General Meeting" the notice convening the General Meeting set out in the Document
"Open Offer" the conditional offer made by the Company to Qualifying
Shareholders inviting them to subscribe for the Open Offer Shares
on the terms and subject to the conditions set out in this document
and, in the case of Qualifying Non-CREST Shareholders and
Qualifying South African Certificated Shareholders, in the applicable
Application Form
"Open Offer Entitlements" an entitlement of a Qualifying Shareholder, pursuant to the Open
Offer, to apply for 3 Open Offer Shares for every 5 Existing Ordinary
Shares held by the Qualifying Shareholder at the Record Date
"Open Offer Shares" up to 19,196,065 Ordinary Shares which are the subject of the
Open Offer
“Option Agreement” the option agreement (1) the Company and (2) Redstone Capital,
dated 2 August 2013, under which, if the Company undertakes the
Open Offer, Redstone Capital will be able to subscribe for such
number of additional Ordinary Shares as will ensure that its
percentage holding of the issued share capital of the Company will
remain unchanged following the Open Offer (assuming full
conversion of the Loan Notes but excluding the exercise of the
Warrants)
"Ordinary Shares" ordinary shares of 1p each in the capital of the Company
"Overseas Shareholders" Shareholders who are resident in or a citizen or national of any
country outside the United Kingdom
"Placees" the persons with whom Open Offer Shares are to be placed
"Placing" the conditional placing of 4,772,716 Open Offer Shares and
Subscription of 7,972,665 Open Offer Shares, subject to clawback
to satisfy valid applications by Qualifying Shareholders under the
Open Offer, details of which are set out in paragraph 4 of Part I of
the Document
"Qualifying CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares are held in
uncertificated form
"Qualifying Non-CREST Shareholders" Qualifying Shareholders whose Existing Ordinary Shares are held in
certificated form
"Qualifying Shareholders" Shareholders whose Existing Ordinary Shares are on the register of
members of the Company at the close of business on the Record
Date with the exclusion of (subject to exceptions) persons with a
registered address or located or resident in the Restricted
Jurisdictions
“Qualifying South African Certificated Qualifying South African Shareholders who have not elected to
Shareholders” convert their share certificates in the capital of the Company to
uncertificated form under Strate
“Qualifying South African Dematerialised Qualifying South African Shareholders who have dematerialised
Shareholders” their Ordinary Shares with a CSDP by converting their certificated
shares to uncertificated form which is maintained by Strate
“Qualifying South African Shareholders” Shareholders whose Existing Ordinary Shares are on the SA
Register at the close of business on the Record Date
"Record Date" close of business on 3 December 2013 in the UK and 5.00 p.m. on
13 December in South Africa
“Redstone Capital” Redstone Capital Limited, a company registered in Hong Kong
“Redstone Transaction Documents” the Subscription Agreement, the Loan Note Instrument, each of the
Loan Notes, the Charge, each of the Warrant Agreements, the
Option Agreement and the Relationship Agreement details of which
were set out in the circular to Shareholders dated 2 August 2013
“Relationship Agreement” the relationship agreement between (1) the Company and (2)
Redstone Capital, dated 2 August 2013, which regulates (in part)
the degree of control that Redstone Capital may exercise over the
management of the Company
"Resolution" the resolution to be proposed at the General Meeting as set out in
the Notice of General Meeting
"Restricted Jurisdiction" each and any of Australia, Canada, Japan, New Zealand, the United
States, the Republic of Ireland, Switzerland and any other
jurisdiction where the extension or availability of this document
would breach any applicable law
“RNS” the regulatory information service operated by the London Stock
Exchange
“SA Form of Instruction” the personalised application form on which Qualifying South African
Certificated Shareholders may apply for Open Offer Shares under
the Open Offer
“SA Register” the branch register of Shareholders in South Africa
“SENS” the Stock Exchange News Service of the JSE
"Shareholders" holders of Ordinary Shares
“South African Resident Shareholders” a Qualifying Shareholder that is considered a resident of South
Africa under the Exchange Control Regulations
“Strate” Strate Limited, a public company duly incorporated under the
company laws of South Africa (registration number
1998/022242/06), and a registered central securities depository in
terms of the Financial Markets Act, 2012 (Act 19 of 2012), as
amended;
“Subscription” the conditional subscription of 7,972,665 Open Offer Shares,
subject to clawback to satisfy valid applications by Qualifying
Shareholders under the Open Offer
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"UK Register” the register of Shareholders in the United Kingdom
"US", "USA" or "United States" the United States of America, each state thereof (including the
district of Columbia), its territories, possessions and all areas
subject to its jurisdiction
“Warrants” the warrants to subscribe for, in aggregate, 27,091,218 Ordinary
Shares granted pursuant to the Warrant Agreements
“Warrants Agreements” the agreements between (1) the Company and (2) Redstone Capital
dated 19 August 2013 and 6 December 2013, pursuant to which the
Company granted the Warrants to Redstone Capital
Date: 06/12/2013 09:00:00 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.
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