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CRD - Central Rand Gold Limited - Result of open offer

Release Date: 05/07/2010 08:00:02      Code(s): CRD
CRD - Central Rand Gold Limited - Result of open offer                          
Central Rand Gold Limited                                                       
("CRG" or "Central Rand Gold" 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                                                          
RESULT OF OPEN OFFER                                                            
IMPORTANT NOTICE BELOW                                                          
On 4 June 2010, Central Rand Gold announced a share issue to raise approximately
GBP24 million (net of expenses) through the issue of 1,328,071,380 New Shares   
by way of a Firm Placing and Placing and Open Offer at a price of 2 pence       
(ZAR0.224) per New Share. The Firm Placing and Placing and Open Offer are       
conditional, amongst other things, on the approval of Shareholders at the EGM   
being held at 11.00am today.                                                    
The Open Offer closed at 11.00 a.m. on 2 July 2010. Under the Open Offer,       
valid applications have been received from Qualifying Shareholders in respect   
of their Open Offer Entitlements for, in aggregate, 491,630,300 Open Offer      
Shares, representing approximately 72.4 per cent. of the 679,029,025 Open Offer 
Shares offered pursuant to the Placing and Open Offer. As a consequence,        
187,398,725 Open Offer Shares were available pursuant to the Excess Application 
Facility. Valid applications pursuant to the Excess Application Facility have   
been received in respect of 102,635,163 New Shares, representing approximately  
54.8 per cent. of the New Shares available under the Excess Application         
Facility. Accordingly, applications for Excess Shares under the Excess          
Application Facility have been satisfied in full and the balance of 84,763,562  
Open Offer Shares not taken up under the Excess Application Facility have been  
allocated to those institutional shareholders and other investors with whom     
they had been conditionally placed under the terms of the Placing. The Capital  
Raising was fully underwritten.                                                 
In addition to the Placing and Open Offer, a further 649,042,355 New Shares     
will be issued through the Firm Placing.                                        
Shareholder approval to effect the Firm Placing and Placing and Open Offer      
will be sought at the General Meeting to be held at 11.00 a.m. today at the     
offices of Carey Olsen, Carey House, Les Banques, St. Peter Port, Guernsey GY1  
4BZ. Subject to Shareholder approval, application will be made for the Admission
of 1,328,071,380 New Shares to the Official List of the UK Listing Authority    
and to trading on the London Stock Exchange`s market for listed securities and  
to trading on the Main Board of the JSE Limited. It is expected that Admission  
and commencement of dealings in the New Shares will become effective at 8.00    
a.m. on 6 July 2010. New Shares in uncertificated form are expected to be       
credited to CREST accounts by 8.00 a.m. on 6 July 2010, and definitive share    
certificates for the New Shares in certificated form are expected to be         
despatched by 13 July 2010. The Firm Placing and Placing and Open Offer         
remain conditional upon the Placing and Open Offer Agreement becoming           
unconditional in all respects and Admission.                                    
The Enlarged Issued Share Capital of Central Rand Gold following Admission      
will be 1,599,682,990 Shares in aggregate. The New Shares will, when issued     
and fully paid, rank pari passu in all respects with the Existing Shares.       
This announcement should be read in conjunction with the full text of the       
Prospectus published by Central Rand Gold on 4 June 2010. Definitions used in   
the Prospectus have the same meanings when used in this announcement unless     
the context otherwise requires. Copies of the Prospectus are available at the   
UK Listing Authority`s Document Viewing Facility, which is situated at The UK   
Listing Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and     
on the Company`s website at www.centralrandgold.com. In addition, copies of     
the Prospectus are available for inspection up to Admission at the offices of   
Evolution Securities Limited at 100 Wood Street, London EC2V 7AN, at the        
Company`s registered office at Sydney Vane House, Admiral Park, St. Peter       
Port, Guernsey, and at its office at 6-10 Houghton, Johannesburg, South Africa  
5 July 2010                                                                     
JSE Sponsor                                                                     
Macquarie First South Advisers (Pty) Limited                                    
For further information, please contact:                                        
Central Rand Gold                                +27 (0) 11 551 4000            
Johan du Toit / Patrick Malaza                                                  
Evolution Securities Limited                     +44 (0) 20 7071 4300           
Simon Edwards / Chris Sim / Neil Elliot                                         
Macquarie First South Advisers (Pty) Limited     +27 (0) 11 583 2000            
Annerie Britz / Melanie de Nysschen / Manisha                                   
Buchanan Communications                          +44 (0) 20 7466 5000           
Bobby Morse / Katharine Sutton                                                  
Jenni Newman Public Relations (Pty) Limited      +27 (0) 11 506 7300            
Jenni Newman / Megann Outram                                                    
Evolution Securities, which is authorised and regulated in the United Kingdom   
by the FSA and Macquarie First South, which is authorised and regulated by      
the South African Financial Services Board, are acting exclusively for the      
Company and no one else in connection with the Capital Raising and will not     
regard any other person (whether or not a recipient of this announcement) as    
their client in relation to the Capital Raising and will not be responsible     
to anyone other than the Company for providing the protections afforded to their
respective clients or for providing advice in relation to the Capital Raising or
any matters referred to in this announcement.                                   
Macquarie is acting as JSE Sponsor to the Company and not as an underwriter, in 
relation to the Capital Raising.                                                
This announcement has been issued by, and is the sole responsibility of, Central
Rand Gold Limited. Apart from the responsibilities and liabilities, if any,     
which may be imposed by the FSMA, neither Evolution or Macquarie nor any of     
their affiliates, parent undertakings, subsidiary undertakings or subsidiaries  
of their parent undertakings or any of their respective directors, officers,    
employees or advisers or any other person accepts any responsibility whatsoever 
and makes no representation or warranty, express or implied, for or in respect  
of the contents of this announcement or as to the accuracy or completeness or   
fairness of the information or opinions contained in this announcement and,     
without prejudice to the generality of the foregoing, no responsibility or      
liability is accepted by any of them for any such information or opinions or    
for any errors or omissions.                                                    
Cautionary note regarding forward looking statements                            
This announcement contains forward-looking statements which reflect the         
current view of the Company or, as appropriate, of the Directors with respect   
to financial performance, business strategy, plans and objectives of management 
for future operations (including development plans relating to the Group`s      
products and services).                                                         
These forward-looking statements relate to the Group and the sectors and        
industries in which the Group operates. Statements which include the words      
"expects", "intends", "plans", "believes", "projects", "anticipates", "will",   
"targets", "aims", "may", "would", "could", "continue" and similar statements   
of a future or forward-looking nature identify forward-looking statements for   
purposes of the US federal securities laws or otherwise.                        
All forward-looking statements included in this announcement address matters    
that involve known and unknown risks and uncertainties. Accordingly, there are  
or will be important factors that could cause the Group`s actual results to     
differ materially from those indicated in these statements. These factors       
include but are not limited to those described in the section of the Prospectus 
on Risk Factors, which should be read in conjunction with the other cautionary  
statements that are included in this announcement. Although the Company and the 
Directors have attempted to identify all factors that may influence the accuracy
of any forward-looking statement there remain factors which are impossible to   
foresee and which may cause results or events to differ materially from those   
predicted. Any forward-looking statements in this announcement reflect the      
Company`s and Directors` current views with respect to future events and are    
subject to these and other risks, uncertainties and assumptions relating to the 
Group`s operations, results of operations, growth strategy and liquidity.       
Any forward-looking statements speak only as of the date of this announcement.  
Subject to any obligations under the Prospectus Rules, the Listing Rules, the   
Disclosure and Transparency Rules and the JSE Listings Requirements, the Company
undertakes no obligation to update publicly or review any forward-looking       
statement, whether as a result of new information, future developments or       
otherwise. All subsequent written and oral forward-looking statements           
attributable to the Company, the Directors, or any member of the Group or       
individuals acting on behalf of the Group are expressly qualified in their      
entirety by this paragraph.                                                     
Prospective investors should specifically consider the factors identified in the
prospectus which could cause actual results to differ before making an          
investment decision.                                                            
Important notice                                                                
LISTING AUTHORITY`S DOCUMENT VIEWING FACILITY.                                  
Neither the content of the Company`s website nor any website accessible by      
hyperlinks on the Company`s website is incorporated in, or forms part of, this  
This announcement does not constitute an offer to sell, or the solicitation of  
an offer to subscribe for or buy, New Shares in any jurisdiction in which such  
offer or solicitation is unlawful and is not for distribution in or into the    
Restricted Territories. In particular, the New Shares offered by this prospectus
have not been and will not be registered under the applicable securities laws   
of the United States of America, Canada, or Japan and, may not be offered or    
sold directly, or indirectly, in or into the United States of America, Canada,  
or Japan, or to any person resident in the United States of America, Canada,    
or Japan.                                                                       
No action has been or will be taken in any jurisdiction, other than the United  
Kingdom and South Africa that would permit a public offering of the New Shares, 
or possession or distribution of this announcement or any other offering        
material, in any country or jurisdiction where action for that purpose is       
required. Accordingly, the New Shares may not be offered or sold, directly or   
indirectly, and neither this announcement nor any other offering material or    
advertisement in connection with the New Shares may be distributed or published 
in or from any country or jurisdiction except under circumstances that will     
result in compliance with any applicable rules and regulations of any such      
country or jurisdiction.                                                        
The distribution of this announcement and the offer of the New Shares in        
certain jurisdictions may be restricted by law and therefore persons into whose 
possession this announcement comes should inform themselves about and observe   
any restrictions, including those set out in the Prospectus. Any failure to     
comply with these restrictions may constitute a violation of the securities     
laws of any such jurisdiction. This announcement does not constitute an offer   
to subscribe for or buy any of the New Shares offered hereby to any person      
in any jurisdiction to whom it is unlawful to make such offer or solicitation   
in such jurisdiction.                                                           
Date: 05/07/2010 08:00:02 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
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information disseminated through SENS.                                          

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