CENTRAL RAND GOLD LIMITED - Central Rand Gold and Shengbang Jiabo (Beijing) Consulting Company Limited enter into a Memorandum of UnderstandingRelease Date: 02/12/2014 13:30:00 Code(s): CRD PDF(s):
Central Rand Gold and Shengbang Jiabo (Beijing) Consulting Company Limited enter into a Memorandum of Understanding
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)
LSE share code: CRND JSE share code: CRD
("Central Rand Gold" or the “Company” or “CRG”)
CENTRAL RAND GOLD AND SHENGBANG JIABO (BEIJING) CONSULTING COMPANY LIMITED
ENTER INTO A MEMORANDUM OF UNDERSTANDING FOR THE POTENTIAL SALE OF
CENTRAL RAND GOLD (NETHERLANDS ANTILLES) N.V.
Further to the announcements dated 11 November 2014 and 21 November 2014 wherein shareholders were
advised that Central Rand Gold had entered into two separate non-binding Memoranda of Understanding
with Hiria Group Company Limited (“Hiria”) (“Hiria MOU”) and with Beijing Ankong Investment (“Ankong”)
(“Ankong MOU”), respectively, the board of directors of Central Rand Gold (“the Board”) wishes to advise
shareholders that the Company has been approached by a number of other parties also expressing interest
in the CRG’s assets.
In addition to the Hira MOU and the Ankong MOU, Central Rand Gold has entered into a separate further
non-binding Memorandum of Understanding with Shengbang Jiabo (Beijing) Consulting Company Limited
(“Shengbang”) (the “Shengbang MOU”).
The Shengbang MOU, which is substantively consistent with the terms and conditions of the MOU’s with
Hiria and Ankong, also contemplates the potential disposal of 100% of the shares held by Central Rand
Gold in its wholly-owned subsidiary, Central Rand Gold (Netherlands Antilles) N.V. (the “Subsidiary”) to
Shengbang for a cash consideration of USD150 million (the “Transaction”). The Subsidiary owns the assets
of the Central Rand Gold Group.
The Shengbang MOU is subject to a number of conditions including:
- mutual completion of due diligence by both Central Rand Gold and Shenbang;
- Central Rand Gold obtaining all necessary regulatory and exchange approvals for the potential sale
of the Subsidiary;
- Shengbang obtaining relevant regulatory approvals;
- the entering into a formal share sale agreement for the sale of the Subsidiary; and
- finalisation of all required due diligence and the execution of a formal share sale agreement should
be completed by 31 March 2015.
Given the number of approaches that have been made to CRG, the Company has established a virtual data
room that has been made available to interested parties selected to participate, based on their credentials
and expressions of interest. In addition to Hiria, Ankong and Shengbang which have all entered into separate
MOUs with the Company, there are a further 3 parties which have entered the virtual data room. The
Company wishes to ensure that all interested parties are treated equitably and have access to identical
information. Appropriate non-disclosure agreements will be signed before any non-public information is
disclosed to these third parties.
A number of the interested parties in the virtual data room have already conducted physical site visits to the
Company’s operations (“Site Visit”). The Company is presently working with all the remaining interested
parties to arrange Site Visits which are expected to occur throughout December 2014 and January 2015.
The Board cautions that at this time there can be no certainty that the discussions with any of the interested
parties will lead to a formal share sale agreement being entered into nor that the potential sale of the
Subsidiary will be completed.
A further announcement relating to the Transaction will be made in due course.
About Shengbang Jiabo (Beijing) Consulting Co., Ltd
Shengbang Jiabao is an investment and financial advisory firm which provides strategic and transactional
advice to it client base. Shengbang Jiabao also regularly takes principal investment positions in the
transactions it advises its clients on. Shengbang Jiabo is presently mandated by a number of Chinese
private and listed companies with respect to domestic and international merger and acquisition opportunities
in the mining and energy sectors.
For further information, please contact:
Central Rand Gold +27 (0) 87 310 4400
Johan du Toit / Nathan Taylor
Charles Stanley Securities Limited +44 (0) 20 7149 6478
Marc Milmo / Mark Taylor
Merchantec Capital +27 (0) 11 325 6363
Monique Martinez / Marcel Goncalves
Jenni Newman Public Relations +27 (0) 11 506 7351
Proprietary Limited Jenni Newman
2 December 2014
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