CENTRAL RAND GOLD LIMITED - Voluntary Delisting of Securities, Operational Update and Board ChangesRelease Date: 03/05/2018 17:00:00 Code(s): CRD PDF(s):
Voluntary Delisting of Securities, Operational Update and Board Changes
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)
JSE share code: CRD
("Central Rand Gold" or “the Company")
VOLUNTARY DELISTING OF SECURITIES, OPERATIONAL UPDATE AND BOARD CHANGES
VOLUNTARY DELISTING OF SECURITIES
Shareholders are referred to the announcement released on SENS on 13 November 2017, wherein
shareholders were advised of the cancellation of the trading of the Company’s shares on AIM and as a
result, the abandoning of the conditional placing of shares, as announced on 19 October 2017.
Shareholders were further advised, that whilst the Company would be retaining its JSE listing for the time
being, in light of its financial condition and the costs associated with maintaining its listing on the JSE, the
board of directors of Central Rand Gold (“the Board”) would be evaluating its ongoing listing on the JSE.
On 22 August 2016, the Company announced that it had received a proposal from an existing substantial
shareholder, Mr Jia Bang Wang (“Mr Wang”), regarding a US$4,000,000 investment into the Company,
subject to regulatory approvals. According to the City Code on Takeovers and Mergers, any investment
by members of a group acting in concert, carrying in aggregate 30% or more of the voting rights of the
Company, would be required under Rule 9 of the Takeover Code to make a mandatory offer for the entire
issued share capital of Central Rand Gold not already held by it, unless a waiver of that obligation is
granted by the Panel on Takeovers and Mergers (“Panel”) and approved by independent shareholders
passing a Whitewash Resolution, on a poll, at a General Meeting.
Despite immense effort, the Company found it difficult to explain and provide sufficient evidence in a
relatively short timeframe to the Panel’s satisfaction, that Mr Wang was not acting in concert with other
material shareholders. Accordingly, the Company failed to obtain regulatory approval for the proposed
equity investment in 2016 and instead, the Company approached Mr Wang for a debt investment.
However, due to the debt investment being a less preferred option for Mr Wang, the investment amount
was reduced to US$1,000,000, resulting in less working capital being raised and leaving the Company in
a precarious financial position.
Furthermore, as a result of the cancellation of the Company’s primary listing on AIM and its primary listing
reverting to AltX, there are multiple JSE Listings Requirements with which the Company does not comply
and in terms of which no realistic chance exists that Central Rand Gold would be able to comply to the
extent that the suspension of the Company’s shares on AltX could be lifted. Moreover, the Company has
faced several challenges, which have been previously announced, making it unsuitable to remain listed
on a public exchange.
While the Company is negotiating with a few potential strategic investors, the Board believes that it is in
the best interest of stakeholders for the Company to delist from AltX to reduce costs and potentially
facilitate strategic investment into the Company in a less burdensome regulatory environment.
Accordingly, application for the voluntary delisting from AltX was made on 1 December 2017 by the Board,
led by the previous independent non-executive Chairman, Simon Charles. Shareholders are hereby
advised that, following receipt of the relevant South African Reserve Bank Approval, the JSE has granted
the request for the voluntary delisting of its securities pursuant to Section 12(5)(a) of the Financial Markets
Act 19, of 2012.
Salient dates and times in respect of the delisting
Shareholders are advised of the following important dates in relation to the delisting of the Company’s
Last Day to Trade (“LDT”): Tuesday, 8 May 2018
Record Date: Friday, 11 May 2018
Termination date of listing of Central Rand Gold’s shares
on the AltX of the JSE at the commencement of trade on: Monday, 14 May 2018
No dematerialisation or rematerialisation of Central Rand Gold’s shares may take place after the LDT.
Since November 2017, the Company was forced to stop open pit mining as the rock below ten meters
becomes too hard to mine using an excavator. Therefore, the Company has considered using either
explosive blasting or a ripper or hammer to break the reef or overburden. The Company has already
applied for the blasting permission from regulators and servitude owners.
As a result, the Company has relied on all its feeding materials from tolling parties for the past five months.
Most of these feeding materials are slime which contains a lot of woodchips that cause preg-robbing
issues, whereby the woodchips have competed with activated carbons to attract the gold particles,
resulting in a decreased extraction efficiency in comparison to treating oxide materials. The Company is
busy installing and commissioning two trammel screens to screen out these woodchips to prevent preg-
robbing issues in the future.
On 10 January 2017, the Company announced that it had entered into a relationship agreement between
Mr Wang and Redstone Capital to ensure the Company can continue its business independent of Mr
Wang and Redstone Capital, as well as to prevent Mr Wang and Redstone Capital from being involved
in the day-to-day operations.
The Company has completed the following tasks with regards to the concentrator project:
- Finalised the design of the concentrator circuit with the manufacturer, metallurgical team and
engineering team of the Company;
- Negotiated payment terms of the concentrator circuit;
- Arranged quality inspection of the equipment before shipment;
- Arranged shipment, custom clearance and truck transportation;
- Arranged all necessary documents for the visa application of the engineers from the manufacturer;
- Finalised the design of the steel reinforced concrete for the foundation of the concentrator circuit with
the independent civil designer or contractor; and
- Negotiated payment terms with the civil designer or contractor.
In order to complete the concentrator project, the Company has to discuss the procurement of the
transformer and power connection, and all other supporting tasks, with the electric engineers for the
commissioning of the concentrator circuit.
The idea of a concentrator circuit came from Mr Wang, who is an expert in gold processing and metallurgy.
The testing concentrator has proven its ability to increase gold concentration on gold bearing slime
materials. However, the vast amount of technical expertise required to operate the concentrator circuit,
and the prevention of Mr Wang and Redstone Capital’s involvement in the Company’s operations, have
made it difficult for the Company to commission the concentrator circuit according to the previous
expected timeframe. In addition, a substantial amount of attention was placed on other operational and
corporate issues such as the labour strike, the share trading suspension in May 2017, the Board
restructuring in October 2017, the Peterhouse investment proposal, amongst others. As a result, the
Company was not able to commission its concentrator circuit in 2017.
With the Company delisted from AIM in November 2017, the relationship agreement automatically
terminated. The Company was then able to use part of the capital that was raised in January 2018 to pay
for a civil contractor to construct a concrete platform for the concentrator circuit, and to construct settling
ponds to allow water to circulate among the concentrator circuit. The concrete platform has now been
completed. A couple of engineers from the manufacturer of the concentrator circuit were sent from China
to South Africa in March 2018 to assist with the assembling and commissioning of the concentrator circuit.
The management of the Company has also identified and are working toward the following areas so as
to reduce costs and improve production efficiency:
- Optimising the workforce within Central Rand Gold SA (Pty) Ltd;
- Conducting research in drilling a borehole to extract water from underground to reduce water costs;
- Repairing a few idled front-end loaders to reduce yellow equipment rental costs;
- Adjusting parameters in bottle roll test to better reflect the parameters in the Carbon-in-Leach circuit,
the purpose being to improve the consistency between the budget and actual production data;
- Increasing staff meetings and discussions to improve information consistency and better motivate
the whole workforce;
- Re-assessing all existing contracts to see if there are scopes to reduce unnecessary expenses;
- Enhancing the monitoring of the consumable stock levels to ensure all consumables are ordered
and delivered timeously; and
- Optimising sample collection practice to improve the consistency between in-situ grades and belt
The Board hereby notifies its shareholders that Mr Jia Bang Wang has been appointed to the Board as
an executive director with effect from 23 April 2018.
As this is the Company’s last announcement as a publicly listed company, the Board would like to thank
all shareholders, suppliers and stakeholders for their ongoing support and patience.
3 May 2018
Date: 03/05/2018 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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