21st May 2009 14:30
|
For Immediate Release |
21 May 2009 |
Central Rand Gold Limited ("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 2007/0192231/10)
ISIN: GG00B248M601
Share code on LSE: CRND
Share code on JSE: CRD
RESULTS OF ANNUAL GENERAL MEETING
The Company is pleased to announce that at its Annual General Meeting held at 11.00 a.m. on 21 May 2009 (BST) (12:00 noon SA), all of the Resolutions proposed by the Directors were passed by shareholders.
At the AGM the following resolutions were put to the meeting as ordinary resolutions:
To receive and consider the Company's annual report and accounts for the financial year ended 31 December 2008.
To re-appoint Moore Stephens LLP as auditors to the Company and to authorise the directors to fix their remuneration.
To elect Sarel Johan du Toit as a director of the Company.
Resolution 4, which was a resolution to re-elect Michael Allen Sullivan as a director of the Company, was not put to the meeting following Mr Sullivan's resignation from the Board, which was announced on 19 May 2009.
5. To re-elect Nicholas Campbell Farr-Jones as a director of the Company.
The following resolution was put to the meeting as an extraordinary resolution:
6. The directors be empowered to allot equity securities wholly for cash free of pre-emption provisions in the Articles of Association:
(a) by way of rights to holders of ordinary shares; and
(b) otherwise than in (a) above up to a maximum aggregate nominal amount equal to £123,459.
The following resolutions were put to the meeting as special resolutions:
7. To amend the existing articles of association to deal with:
(i) changes introduced by the Companies (Guernsey) Law, 2008, as amended (or Guernsey Companies Act);
(ii) the removal of definitions that are no longer required and the amendment of typographical errors;
(iii) making changes to the notification requirements for Shareholders in relation to interests in Ordinary Shares; and
(iv) allowing notices of meetings to be sent in electronic form or provided by electronic means.
8. To amend the existing memorandum of association to deal with the following:
(a) The Guernsey Companies Act provides that a company's objects are unrestricted unless restricted in its memorandum of incorporation. Accordingly, clause 3 is deleted to ensure the object of the Company are unrestricted.
(b) The Guernsey Companies Act only requires the memorandum of incorporation to refer to:
(i) the name of the Company;
(ii) that the Company's office is situated in Guernsey;
(iii) the type of company (being non-cellular under section 2(1) of the Guernsey Companies Act); and
(iv) a statement to the effect that the members' liability is limited to the amount paid up on their shares.
Accordingly (i) a new clause 3 is inserted to state that the Company is non-cellular; and (ii) clauses 5, 6, 7 and 8 are deleted. As the Company has an authorised share capital, clause 5 will refer to the authorised capital of £10,000,000 divided into 1,000,000,000 shares of £0.01 each.
(c) Under the Guernsey Companies Act, after 1 January 2010, any amendments to the memorandum of incorporation shall require the unanimous consent of the members unless the memorandum of incorporation provides otherwise. A new clause 6 is inserted to deal with this high threshold which provides that the Company's memorandum of incorporation may be amended with approval of a special resolution of the Members.
The proxy votes cast before the meeting were as follows:-
|
Resolution |
For |
Against |
Vote withheld |
|
1 |
104,866,926 |
2,013,847 |
1,060,785 |
|
2 |
107,941,307 |
- |
251 |
|
3 |
107,941,558 |
- |
- |
|
4 (Not Proposed) |
107,941,307 |
- |
251 |
|
5 |
82,905,410 |
25,035,896 |
252 |
|
6 |
105,373,811 |
2,567,747 |
- |
|
7 |
104,409,210 |
2,073,503 |
1,458,845 |
|
8 |
103,914,966 |
- |
4,026,592 |
Issued ordinary share capital as at 21 May 2009: 246,919,650
Disclosure of Beneficial Interests (Article 7)
One of the most significant amendments to the Articles of Association are the changes made in respect of the disclosure of beneficial interests in shares.
Article 7.16 is amended so that each Shareholder is obliged to comply with the Disclosure Rules and Transparency Rules ("DTR") as if the Company was incorporated in the UK.
The Company was, until the passing of resolution 7 above, classified as a "Non-UK Issuer" under the DTR. This meant that before the changes were made to the Existing Articles, each Shareholder had to comply with the requirements for Non-UK Issuers under DTR 5.1. This required that a Shareholder must notify the Company of the percentage of voting rights he holds as a shareholder in the Company or directly or indirectly through financial instruments if the percentage of voting rights reached, exceeded or fell below 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% as a result of an acquisition or disposal of shares or financial instruments or as a result of events changing the breakdown of voting rights and on the basis of information issued by the Company.
DTR 5.8 notes that a Shareholder must make the notification required under DTR 5.1 as soon as possible and in any event not later than four trading days after the date (the "Date") on which the person (i) learns of the acquisition or disposal or of the possibility of exercising voting rights or, having regard to the circumstances, should have learned of it, regardless of the date on which the acquisition, disposal or possibility of exercising voting rights takes effect or (ii) is informed on the basis of information disclosed by the Company of events changing the breakdown of voting rights which results in the person reaching, exceeding or falling below a relevant threshold.
DTR 5.9 states that a Shareholder making a notification under DTR 5.1 must at the same time file a copy of such information with the Financial Services Authority. The information filed with the Financial Services Authority must include a contact address of the person making the notification (this information need not be given to the Company).
The Company, under DTR 5.8, must on receipt of a notification from Shareholders, as soon as possible and in any event not later than the end of the third trading day following receipt of the notification, make public all of the information contained in the notification.
The Company under DTR 5.6 is required, at the end of each calendar month during which an increase or decrease has occurred, to disclose to the public the total number of voting rights and Ordinary Shares issued or in treasury.
The changes to Article 7.16 approved on the passing of Resolution 7 at the AGM mean that:
(i) each Shareholder must comply with the DTR as if the Company was incorporated in the UK. This meant that a Shareholder must now notify the Company of the percentage of voting rights he holds as a shareholder in the Company or directly or indirectly through financial instruments if the percentage of voting rights, reaches, exceeds or falls below 3%, 4%, 5%, 6%, 7%, 8%, 9%, 10% and each 1% threshold thereafter up to 100% as a result of an acquisition or disposal of shares or financial instruments or as a result of events changing the breakdown of voting rights and on the basis of information issued by the Company;
(ii) each Shareholder under DTR 5.8 must notify the Company within two trading days of the Date instead of four trading days as referred to above; and
(iii) the Company under DTR 5.8 must on receipt of a notification by no later than the end of the trading day (instead of the end of the third trading day) following receipt of the notification make public all the information.
The Board considers it is in the best interests of the Company to make these changes to the Shareholders' notification requirements in order that the Board is aware of relevant incremental changes in the Company's shareholder base.
Issued on behalf of: Central Rand Gold Limited
Date: 21 May 2009
Contact:
Johan du Toit
Wayne Epstein
(011) 551 4000
Enquiries:
|
Buchanan Communications Limited Bobby Morse / Ben Willey |
+44 (0) 20 7466 5000 |
|
Evolution Securities Limited Simon Edwards / Chris Sim / Neil Elliot |
+44 (0) 20 7071 4300 |
|
Jenni Newman Public Relations (Pty) Ltd Jenni Newman / Megann Outram |
+ 27 (0) 11 772 1033 |
|
Macquarie First South Corporate Finance Amanda Markman / Thato Morojele / Annerie van den Berg |
+ 27 (0) 11 343 2307 |
Related Shares:
Central Rand Gold