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CRD - Central Rand Gold Limited - Results of annual general meeting

Release Date: 21/05/2009 15:30:02      Code(s): CRD
CRD - Central Rand Gold Limited - Results of annual general meeting             
Central Rand Gold Limited ("CRG" or the "Company")                              
(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: GG00B248M601                                                              
Share code on LSE: CRND                                                         
Share code on JSE: CRD                                                          
RESULTS OF ANNUAL GENERAL MEETING                                               
The Company is pleased to announce that at its Annual General Meeting           
held at 11.00 a.m. on 21 May 2009 (BST) (12:00 noon SA), all of the             
Resolutions proposed by the Directors were passed by shareholders.              
At the AGM the following resolutions were put to the meeting as ordinary        
resolutions:                                                                    
1.   To receive and consider the Company`s annual report and accounts       
         for the financial year ended 31 December 2008.                         
2.   To re-appoint Moore Stephens LLP as auditors to the Company and to         
authorise the directors to fix their remuneration.                              
3.   To elect Sarel Johan du Toit as a director of the Company.                 
Resolution 4, which was a resolution to re-elect Michael Allen Sullivan         
as a director of the Company, was not put to the meeting following Mr           
Sullivan`s resignation from the Board, which was announced on 19 May            
2009.                                                                           
                                                                                
    5.   To re-elect Nicholas Campbell Farr-Jones as a director of the          
         Company.                                                               
The following resolution was put to the meeting as an extraordinary             
resolution:                                                                     
    6.   The directors be empowered to allot equity securities wholly           
         for cash free of pre-emption provisions in the Articles of             
Association:                                                           
         (a)  by way of rights to holders of ordinary shares; and               
         (b)  otherwise than in (a) above up to a maximum aggregate             
              nominal amount equal to GBP123,459.                               
The following resolutions were put to the meeting as special                    
resolutions:                                                                    
    7.  To amend the existing articles of association to deal with:             
        (i)       changes introduced by the Companies (Guernsey) Law,           
2008, as amended (or Guernsey Companies Act);                
        (ii)      the removal of definitions that are no longer                 
                   required and the amendment of typographical errors;          
        (iii)     making changes to the notification requirements for           
Shareholders in relation to interests in Ordinary            
                   Shares; and                                                  
        (iv)      allowing notices of meetings to be sent in                    
                   electronic form or provided by electronic means.             
8.  To amend the existing memorandum of association to deal with            
        the following:                                                          
        (a)  The Guernsey Companies Act provides that a company`s               
              objects are unrestricted unless restricted in its                 
memorandum of incorporation.  Accordingly, clause 3 is            
              deleted to ensure the object of the Company are                   
              unrestricted.                                                     
        (b)  The Guernsey Companies Act only requires the memorandum            
of incorporation to refer to:                                     
              (i) the name of the Company;                                      
              (ii)that the Company`s office is situated in Guernsey;            
              (iii)the type of company (being non-cellular under                
section 2(1) of the Guernsey Companies Act); and              
              (iv)a statement to the effect that the members`                   
                  liability is limited to the amount paid up on their           
                  shares.                                                       
Accordingly (i) a new clause 3 is inserted to state that the            
        Company is non-cellular; and (ii) clauses 5, 6, 7 and 8 are             
        deleted.  As the Company has an authorised share capital,               
        clause 5 will refer to the authorised capital of GBP10,000,000          
divided into 1,000,000,000 shares of GBP0.01 each.                      
        (c)  Under the Guernsey Companies Act, after 1 January 2010,            
              any amendments to the memorandum of incorporation shall           
              require the unanimous consent of the members unless the           
memorandum of incorporation provides otherwise.  A new            
              clause 6 is inserted to deal with this high threshold             
              which provides that the Company`s memorandum of                   
              incorporation may be amended with approval of a special           
resolution of the Members.                                        
The proxy votes cast before the meeting were as follows:-                       
Resolution                    For       Against      Vote withheld              
1                     104,866,926     2,013,847          1,060,785              
2                     107,941,307             -                251              
3                     107,941,558             -                  -              
4 (Not Proposed)      107,941,307             -                251              
5                      82,905,410    25,035,896                252              
6                     105,373,811     2,567,747                  -              
7                     104,409,210     2,073,503          1,458,845              
8                     103,914,966             -          4,026,592              
Issued ordinary share capital as at 21 May 2009: 246,919,650                    
Disclosure of Beneficial Interests (Article 7)                                  
One of the most significant amendments to the Articles of Association           
are the changes made in respect of the disclosure of beneficial                 
interests in shares.                                                            
Article 7.16 is amended so that each Shareholder is obliged to comply           
with the Disclosure Rules and Transparency Rules ("DTR") as if the              
Company was incorporated in the UK.                                             
The Company was, until the passing of resolution 7 above, classified as         
a "Non-UK Issuer" under the DTR.  This meant that before the changes            
were made to the Existing Articles, each Shareholder had to comply with         
the requirements for Non-UK Issuers under DTR 5.1.  This required that a        
Shareholder must notify the Company of the percentage of voting rights          
he holds as a shareholder in the Company or directly or indirectly              
through financial instruments if the percentage of voting rights                
reached, exceeded or fell below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%        
as a result of an acquisition or disposal of shares or financial                
instruments or as a result of events changing the breakdown of voting           
rights and on the basis of information issued by the Company.                   
DTR 5.8 notes that a Shareholder must make the notification required            
under DTR 5.1 as soon as possible and in any event not later than four          
trading days after the date (the "Date") on which the person (i) learns         
of the acquisition or disposal or of the possibility of exercising              
voting rights or, having regard to the circumstances, should have               
learned of it, regardless of the date on which the acquisition, disposal        
or possibility of exercising voting rights takes effect or (ii) is              
informed on the basis of information disclosed by the Company of events         
changing the breakdown of voting rights which results in the person             
reaching, exceeding or falling below a relevant threshold.                      
DTR 5.9 states that a Shareholder making a notification under DTR 5.1           
must at the same time file a copy of such information with the Financial        
Services Authority.  The information filed with the Financial Services          
Authority must include a contact address of the person making the               
notification (this information need not be given to the Company).               
The Company, under DTR 5.8, must on receipt of a notification from              
Shareholders, as soon as possible and in any event not later than the           
end of the third trading day following receipt of the notification, make        
public all of the information contained in the notification.                    
The Company under DTR 5.6 is required, at the end of each calendar month        
during which an increase or decrease has occurred, to disclose to the           
public the total number of voting rights and Ordinary Shares issued or          
in treasury.                                                                    
The changes to Article 7.16 approved on the passing of Resolution 7 at          
the AGM mean that:                                                              
(i) each Shareholder must comply with the DTR as if the Company was             
incorporated in the UK.  This meant that a Shareholder must now              
   notify the Company of the percentage of voting rights he holds as a          
   shareholder in the Company or directly or indirectly through                 
   financial instruments if the percentage of voting rights, reaches,           
exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1%           
   threshold thereafter up to 100% as a result of an acquisition or             
   disposal of shares or financial instruments or as a result of                
   events changing the breakdown of voting rights and on the basis of           
information issued by the Company;                                           
(ii)each Shareholder under DTR 5.8 must notify the Company within two           
   trading days of the Date instead of four trading days as referred            
   to above; and                                                                
(iii)the Company under DTR 5.8 must on receipt of a notification by no          
   later than the end of the trading day (instead of the end of the             
   third trading day) following receipt of the notification make                
   public all the information.                                                  
The Board considers it is in the best interests of the Company to make          
these changes to the Shareholders` notification requirements in order           
that the Board is aware of relevant incremental changes in the Company`s        
shareholder base.                                                               
Issued on behalf of: Central Rand Gold Limited                                  
Date: 21 May 2009                                                               
Contact:                                                                        
Johan du Toit                                                                   
Wayne Epstein                                                                   
(011) 551 4000                                                                  
info@centralrandgold.com                                                        
Enquiries:                                                                      
Buchanan Communications Limited              +44 (0) 20 7466 5000               
Bobby Morse / Ben Willey                                                        
Evolution Securities Limited                 +44 (0) 20 7071 4300               
Simon Edwards / Chris Sim / Neil Elliot                                         
Jenni Newman Public Relations (Pty) Ltd      + 27 (0) 11 772 1033               
Jenni Newman / Megann Outram                                                    
Macquarie First South Corporate Finance      + 27 (0) 11 343 2307               
Amanda Markman / Thato Morojele /                                               
Annerie van den Berg                                                            
Date: 21/05/2009 15:30:02 Supplied by www.sharenet.co.za                     
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