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Result of Open offer

5th Jul 2010 07:00

RNS Number : 7857O
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 OPEN OFFER

On 4 June 2010, Central Rand Gold announced a share issue to raise approximately £24 million (net of expenses) through the issue of 1,328,071,380 New Shares by way of a Firm Placing and Placing and Open Offer at a price of 2 pence (ZAR0.224) per New Share. The Firm Placing and Placing and Open Offer are conditional, amongst other things, on the approval of Shareholders at the EGM being held at 11.00am today.

The Open Offer closed at 11.00 a.m. on 2 July 2010. Under the Open Offer, valid applications have been received from Qualifying Shareholders in respect of their Open Offer Entitlements for, in aggregate, 491,630,300 Open Offer Shares, representing approximately 72.4 per cent. of the 679,029,025 Open Offer Shares offered pursuant to the Placing and Open Offer. As a consequence, 187,398,725 Open Offer Shares were available pursuant to the Excess Application Facility. Valid applications pursuant to the Excess Application Facility have been received in respect of 102,635,163 New Shares, representing approximately 54.8 per cent. of the New Shares available under the Excess Application Facility. Accordingly, applications for Excess Shares under the Excess Application Facility have been satisfied in full and the balance of 84,763,562 Open Offer Shares not taken up under the Excess Application Facility have been allocated to those institutional shareholders and other investors with whom they had been conditionally placed under the terms of the Placing. The Capital Raising was fully underwritten.

In addition to the Placing and Open Offer, a further 649,042,355 New Shares will be issued through the Firm Placing.

Shareholder approval to effect the Firm Placing and Placing and Open Offer will be sought at the General Meeting to be held at 11.00 a.m. today at the offices of Carey Olsen, Carey House, Les Banques, St. Peter Port, Guernsey GY1 4BZ. Subject to Shareholder approval, application will be made for the Admission of 1,328,071,380 New Shares to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities and to trading on the Main Board of the JSE Limited. It is expected that Admission and commencement of dealings in the New Shares will become effective at 8.00 a.m. on 6 July 2010. New Shares in uncertificated form are expected to be credited to CREST accounts by 8.00 a.m. on 6 July 2010, and definitive share certificates for the New Shares in certificated form are expected to be despatched by 13 July 2010. The Firm Placing and Placing and Open Offer remain conditional upon the Placing and Open Offer Agreement becoming unconditional in all respects and Admission.

The Enlarged Issued Share Capital of Central Rand Gold following Admission will be 1,599,682,990 Shares in aggregate. The New Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Shares.

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 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 JSE Sponsor 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
 
 
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