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RESULT OF EXTRAORDINARY GENERAL MEETING

5th Jul 2010 14:41

RNS Number : 8315O
Central Rand Gold Limited
05 July 2010
 



 

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

Immediate Release 5 July 2010

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

 

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 Stock Exchange

8.00 a.m. on 6 July

New Shares in uncertificated form expected to be credited to accounts in CREST

8.00 a.m. on 6 July

Listing of New Shares on the JSE

9.00 a.m. on 6 July

(South African time)

Dispatch of definitive share certificates for the New Shares in certificated form

by 13 July

 

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.

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) Limited +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) Limited +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.

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
REGEADXSELEEEFF

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