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CENTRAL RAND GOLD LIMITED - Results of Annual General Meeting

Release Date: 07/06/2013 15:00:00      Code(s): CRD       PDF(s):  
Results of Annual 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 2007/019223/10)
ISIN: GG00B24HM601
LSE share code: CRND JSE share code: CRD
("Central Rand Gold" or the “Company”)

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are hereby advised that at the Annual General Meeting (“AGM”) of Central Rand
Gold held at 11:00 on Friday, 7 June 2013 (UK time), all resolutions were passed by shareholders
by poll.
At the AGM the following resolutions were put to the meeting as ordinary resolutions:
1. To receive and consider the Company's annual accounts for the financial year ended
   31 December 2012 together with the directors' and auditors' reports on the annual accounts.
2. To re-appoint KPMG LLP as auditors to the Company to hold office from the conclusion of the
   meeting until the conclusion of the next meeting at which accounts are laid before the Company
   and to authorise the directors to fix their remuneration.
3. To re-elect Michael McMahon as a director of the Company who retires by rotation in
   accordance with Article 16.6 of the Articles and being eligible offer himself for re-election.
4. To re-elect Johan du Toit as a director of the Company who retires by rotation in accordance
   with Article 16.6 of the Articles and being eligible offer himself for re-election.
5. To approve the Directors Remuneration Report for the financial year ended 31 December 2012.


The following resolution pertaining to the Share Capital Reorganisation was put to the meeting as
an extraordinary resolution:
6. That:
(a) in relation to the register of members of the Company maintained in the United Kingdom:
   (i) 49 of every 50 ordinary shares of £0.01 each in the capital of the Company (“Ordinary
       Shares”) held by a member as at 5.00 p.m. (UK time) on Friday, 7 June 2013 shall each be
       redesignated as deferred shares of £0.01 each in the capital of the Company (“Deferred
       Shares”);
   (ii) any Ordinary Shares held by a member who, as at 5.00 p.m. (UK time) on Friday, 7 June
       2013, holds less than 50 Ordinary Shares shall each be redesignated as Deferred Shares;
       and
   (iii) any additional Ordinary Shares held by a member following the redesignation in sub-
       paragraph (a)(i) above shall each be redesignated as Deferred Shares; and


(b) in relation to the register of members of the Company maintained in South Africa:
   (i) 49 of every 50 Ordinary Shares held by a member as at 5.00 p.m. (South African time) on
      Friday, 14 June 2013 shall each be redesignated as Deferred Shares;
   (ii) any Ordinary Shares held by a member who, as at 5.00 p.m. (South African time) on Friday,
      14 June 2013, holds less than 50 Ordinary Shares shall each be redesignated as Deferred
      Shares; and
   (iii) any additional Ordinary Shares held by a member following the redesignation in sub-
      paragraph (b)(i) above shall each be redesignated as Deferred Shares.


The following resolution was put to the meeting as a special resolution:
7. That, subject to the passing of resolution 6 above and with effect from the conclusion of the
   meeting, the new articles of incorporation of the Company, as produced to the meeting and
   initialled for the purposes of identification by the Chairman of the meeting (the “New Articles”),
   be and they are adopted by the Company as its articles of incorporation to the exclusion of and
   in substitution for the existing articles of incorporation of the Company.


The following resolution was put to the meeting as an extraordinary resolution:
8. That, subject to the passing of resolution 7 above, the directors be and are hereby empowered
   to allot equity securities wholly for cash pursuant to the authority conferred by Article 4.1 and
   Article 10.6 of the New Articles as if Article 10.1 of the New Articles did not apply to any such
   allotment, provided that this power shall be limited to the allotment of equity securities:

   (a) in connection with an offer of such securities by way of rights to holders of shares in
      proportion (as nearly as may be practicable) to their respective holdings of such shares, but
      subject to such exclusions or other arrangements as the directors may deem necessary or
      expedient in relation to fractional entitlements or any legal or practical problems under the
      laws of any territory, or the requirements of any regulatory body or stock exchange or
      otherwise; and
   (b) otherwise than and in addition to pursuant to sub-paragraph (a) of this resolution up to a
      maximum aggregate nominal amount equal to £15,996.83 (being approximately 5 per cent.
      of the issued share capital of the Company as at 7 May 2013),

   and provided that this authority shall expire on the 15 month anniversary of the date of this
   resolution or on the conclusion of the Company's next annual general meeting if earlier save
   that the Company may, before such expiry, make an offer or agreement which would or might
   require equity securities to be allotted after such expiry and the directors may        allot equity
   securities in pursuance of any such offer or agreement notwithstanding that the power
   conferred hereby has expired and in this resolution the expression "equity securities" and
   references to the “allotment of equity securities” shall bear the same respective meanings as in
   Article 1.1 of the New Articles.
The proxy votes cast before the meeting in respect of the individual resolutions were as follows:
    RESOLUTION                FOR                        AGAINST                    WITHHELD
    1                         41,790,178                 0                          25,880
    2                         41,767,178                 0                          48,880
    3                         41,790,178                 0                          25,880
    4                         41,790,178                 0                          25,880
    5                         41,760,632                 29,546                     25,880
    6                         41,590,178                 200,000                    25,880
    7                         41,590,178                 0                          225,880
    8                         41,580,939                 9,239                      225,880

The salient dates and times in respect of the Share Capital Reorganisation are set out below:

Record date for the UK Register for the Share Capital                5.00 p.m. (UK Time) on Friday, 7
Reorganisation                                                       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 Ordinary        8:00 a.m. (UK Time) on Monday,
Shares on the UK Register                                            10 June 2013
Trading in the redesignated Ordinary Shares under the new            8:00 a.m. (UK Time) on Monday,
ISIN GG00B92NXM24 commences                                          10 June 2013
CREST accounts amended in respect of Ordinary Shares                 8:00 a.m. (UK Time) on Monday,
                                                                     10 June 2013
Record date for the SA Register for the Share Capital                Friday, 14 June 2013
Reorganisation
Share Capital Reorganisation effective in respect of Ordinary        Tuesday, 18 June 2013
Shares on the SA Register
Dispatch of new share certificates in respect of Ordinary            by Tuesday, 18 June 2013
Shares to UK Shareholders and 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 SA          Tuesday, 18 June 2013
Register


Notes:

For Shareholders who are recorded on the SA Register, the following applies:

-   The JSE has introduced Strate for all settlements of share transactions concluded on the JSE, and this
    has already been implemented by the Company. Accordingly, share certificates representing Ordinary
    Shares in the Company must first be dematerialised before Shareholders on the SA Register will be able
    to trade the Ordinary Shares in the Company. Shareholders on the SA Register are advised to contact a
    CSDP or broker to make the necessary practical arrangements for dematerialisation. It is anticipated that
    the dematerialisation of the Company's Ordinary Shares may take up to a maximum of ten business days
    to be finalised once a Shareholder has made the necessary arrangements with the CSDP or broker.
-   No transfers between registers may take place between Thursday, 30 May 2013 and Tuesday, 18 June
    2013 (both dates inclusive).

Issued ordinary share capital as at 7 June 2013: 1 599 682 990
Issued on behalf of: Central Rand Gold Limited.


The Notice of Annual General meeting is available on the Company's                      website at
www.centralrandgold.com and has been submitted to the National Storage Mechanism where it will
be available shortly at www.morningstar.co.uk/uk/nsm.

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 June 2013


JSE Sponsor
Merchantec Capital

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