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CRD - Central Rand Gold - Result Of Extraordinary General Meeting

Release Date: 05/07/2010 15:47:01      Code(s): CRD
CRD - Central Rand Gold - Result Of Extraordinary General Meeting               
Central Rand Gold Limited                                                       
("Central Rand Gold" or "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 2007/019223/10)                               
ISIN: GG00B24HM601                                                              
Share code on LSE: CRND                                                         
Share code on JSE: CRD                                                          
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. PLEASE SEE THE IMPORTANT 
NOTICE BELOW                                                                    
RESULT OF EXTRAORDINARY GENERAL MEETING                                         
The Board of Central Rand Gold announces that each of the Resolutions proposed  
at the Extraordinary General Meeting held today, at 11.00 a.m. to approve the   
proposed Firm Placing and Placing and Open Offer of, in aggregate, 1,328,071,380
New Shares and other related matters was duly passed without amendment by the   
required majority on a show of hands.                                           
Further details of the Resolutions are set out in the combined circular and     
prospectus published by Central Rand Gold and sent to Shareholders on 4 June    
2010 (the "Prospectus").                                                        
Details of the proxy votes received prior to the Extraordinary General Meeting  
are as set out in the table below. The number of Ordinary Shares (each carrying 
one vote) in issue on 5 July 2010 was 271,611,610.                              
Resolution  For                     Against                   Withheld          
           Number       %          Number         %          Number             
1.          67,292,534   99.15      580,305        0.85       0                 
2.          67,296,073   99.15      576,766        0.85       0                 
3.          67,277,534   99.12      595,305        0.88       0                 
4.          67,257,078   99.14      580,305        0.86       35,456            
Notes:                                                                          
1. Percentages in table above represent % of votes cast.                        
2. Any proxy appointments which gave discretion to the Chairman have been       
included in the `for` total.                                                    
3. A `vote withheld` is not a vote in law and is not counted in the calculation 
of the proportion of the votes `for` and `against` a resolution.                
4. For the reasons set out in the Prospectus, Mark Creasy, who holds 28,244,219 
Shares in the Company, did not vote in respect of Resolution 1.                 
In accordance with the UK Listing Authority`s Listing Rules, Central Rand Gold  
has forwarded two copies of the Resolutions passed at the Extraordinary General 
Meeting to the Document Viewing Facility of the UK Listing Authority, where they
will shortly be available for viewing at the following address: Document Viewing
Facility, UK Listing Authority, The Financial Services Authority, 25 The North  
Colonnade, Canary Wharf, London E14 5HS. The full text of the Resolutions can   
also be viewed on the Company`s website, www.centralrandgold.com. Details of the
proxy votes received will also shortly be available on the Company`s website.   
The Firm Placing and Placing and Open Offer remain conditional upon the Placing 
and Open Offer Agreement becoming unconditional in all respects and upon        
Admission.                                                                      
Set out below is an expected timetable of principal events in relation to the   
Firm Placing and Placing and Open Offer.                                        
Listing of New Shares on the London      8.00 a.m. on 6 July                    
Stock Exchange                                                                  
New Shares in uncertificated form        8.00 a.m. on 6 July                    
expected to be credited to accounts in                                          
CREST                                                                           
Listing of New Shares on the JSE         9.00 a.m. on 6 July                    
                                        (South African time)                    
Dispatch of definitive share             by 13 July                             
certificates for the New Shares in                                              
certificated form                                                               
Notes:                                                                          
1. Reference to times in this document are to London times unless otherwise     
stated.                                                                         
2. The times and dates set out in the expected timetable of principal events    
above and mentioned throughout this document may be adjusted by Central Rand    
Gold in which event details of the new times and dates will be notified to the  
UK Listing Authority, and an announcement will be made on a Regulatory          
Information Services and on SENS and, if appropriate, will be notified to       
Shareholders. Notwithstanding the foregoing, Qualifying Shareholders may not    
receive any further written communication.                                      
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 shall 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 2.     
5 July 2010                                                                     
Johannesburg                                                                    
Sponsor                                                                         
Macquarie First South Advisers (Pty) Ltd                                        
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) Ltd          +27 (0) 11 583 2000           
Annerie Britz /Melanie de Nysschen /                                            
Manisha Ramlakhan                                                               
Buchanan Communications                           +44 (0) 20 7466 5000          
Bobby Morse / Katharine Sutton                                                  
Jenni Newman Public Relations (Pty) Ltd           +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 a financial adviser 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                                                                
THIS ANNOUNCEMENT IS AN ADVERTISEMENT. IT IS NOT A PROSPECTUS AND INVESTORS     
SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT
EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS WHICH IS TO BE   
PUBLISHED IN DUE COURSE. THE PROSPECTUS, WHEN PUBLISHED, WILL BE MADE AVAILABLE 
ON CENTRAL RAND GOLD`S WEBSITE AND WILL BE AVAILABLE FOR INSPECTION AT THE UK   
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  
announcement.                                                                   
General                                                                         
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 15:47:01 Supplied by www.sharenet.co.za                     
Produced by the JSE SENS Department                             .                  
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howsoever arising, from the use of SENS or the use of, or reliance on,          
information disseminated through SENS.                                          



                                        
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