7th Jun 2013 14:00
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)
ISIN: GG00B24HM601
LSE share code: CRND JSE share code: CRD
("Central Rand Gold" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the Annual General Meeting ("AGM") of Central Rand Gold held at 11:00 on Friday, 7 June 2013 (UK time), all resolutions were passed by shareholders by poll.
At the AGM the following resolutions were put to the meeting as ordinary resolutions:
1. To receive and consider the Company's annual accounts for the financial year ended 31 December 2012 together with the directors' and auditors' reports on the annual accounts.
2. To re-appoint KPMG LLP as auditors to the Company to hold office from the conclusion of the meeting until the conclusion of the next meeting at which accounts are laid before the Company and to authorise the directors to fix their remuneration.
3. To re-elect Michael McMahon as a director of the Company who retires by rotation in accordance with Article 16.6 of the Articles and being eligible offer himself for re‑election.
4. To re-elect Johan du Toit as a director of the Company who retires by rotation in accordance with Article 16.6 of the Articles and being eligible offer himself for re-election.
5. To approve the Directors Remuneration Report for the financial year ended 31 December 2012.
The following resolution pertaining to the Share Capital Reorganisation was put to the meeting as an extraordinary resolution:
6. That:
(a) in relation to the register of members of the Company maintained in the United Kingdom:
(i) 49 of every 50 ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") held by a member as at 5.00 p.m. (UK time) on Friday, 7 June 2013 shall each be redesignated as deferred shares of £0.01 each in the capital of the Company ("Deferred Shares");
(ii) any Ordinary Shares held by a member who, as at 5.00 p.m. (UK time) on Friday, 7 June 2013, holds less than 50 Ordinary Shares shall each be redesignated as Deferred Shares; and
(iii) any additional Ordinary Shares held by a member following the redesignation in sub-paragraph (a)(i) above shall each be redesignated as Deferred Shares; and
(b) in relation to the register of members of the Company maintained in South Africa:
(i) 49 of every 50 Ordinary Shares held by a member as at 5.00 p.m. (South African time) on Friday, 14 June 2013 shall each be redesignated as Deferred Shares;
(ii) any Ordinary Shares held by a member who, as at 5.00 p.m. (South African time) on Friday, 14 June 2013, holds less than 50 Ordinary Shares shall each be redesignated as Deferred Shares; and
(iii) any additional Ordinary Shares held by a member following the redesignation in sub-paragraph (b)(i) above shall each be redesignated as Deferred Shares.
The following resolution was put to the meeting as a special resolution:
7. That, subject to the passing of resolution 6 above and with effect from the conclusion of the meeting, the new articles of incorporation of the Company, as produced to the meeting and initialled for the purposes of identification by the Chairman of the meeting (the "New Articles"), be and they are adopted by the Company as its articles of incorporation to the exclusion of and in substitution for the existing articles of incorporation of the Company.
The following resolution was put to the meeting as an extraordinary resolution:
8. That, subject to the passing of resolution 7 above, the directors be and are hereby empowered to allot equity securities wholly for cash pursuant to the authority conferred by Article 4.1 and Article 10.6 of the New Articles as if Article 10.1 of the New Articles did not apply to any such allotment, provided that this power shall be limited to the allotment of equity securities:
(a) in connection with an offer of such securities by way of rights to holders of shares in proportion (as nearly as may be practicable) to their respective holdings of such shares, but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or any legal or practical problems under the laws of any territory, or the requirements of any regulatory body or stock exchange or otherwise; and
(b) otherwise than and in addition to pursuant to sub-paragraph (a) of this resolution up to a maximum aggregate nominal amount equal to £15,996.83 (being approximately 5 per cent. of the issued share capital of the Company as at 7 May 2013),
and provided that this authority shall expire on the 15 month anniversary of the date of this resolution or on the conclusion of the Company's next annual general meeting if earlier save that the Company may, before such expiry, make an offer or agreement which would or might require equity securities to be allotted after such expiry and the directors may allot equity securities in pursuance of any such offer or agreement notwithstanding that the power conferred hereby has expired and in this resolution the expression ''equity securities'' and references to the "allotment of equity securities" shall bear the same respective meanings as in Article 1.1 of the New Articles.
The proxy votes cast before the meeting in respect of the individual resolutions were as follows:
RESOLUTION | FOR | AGAINST | WITHHELD |
1 | 41,790,178 | 0 | 25,880 |
2 | 41,767,178 | 0 | 48,880 |
3 | 41,790,178 | 0 | 25,880 |
4 | 41,790,178 | 0 | 25,880 |
5 | 41,760,632 | 29,546 | 25,880 |
6 | 41,590,178 | 200,000 | 25,880 |
7 | 41,590,178 | 0 | 225,880 |
8 | 41,580,939 | 9,239 | 225,880 |
The salient dates and times in respect of the Share Capital Reorganisation are set out below:
Record date for the UK Register for the Share Capital Reorganisation | 5.00 p.m. (UK Time) on Friday, 7 June 2013 |
Last day to trade for Shareholders on the SA Register for Share Capital Reorganisation | Friday, 7 June 2013 |
Results of the AGM released on RNS and SENS | Friday, 7 June 2013 |
Share Capital Reorganisation effective in respect of Ordinary Shares on the UK Register | 8:00 a.m. (UK Time) on Monday, 10 June 2013 |
Trading in the redesignated Ordinary Shares under the new ISIN GG00B92NXM24 commences | 8:00 a.m. (UK Time) on Monday, 10 June 2013 |
CREST accounts amended in respect of Ordinary Shares | 8:00 a.m. (UK Time) on Monday, 10 June 2013 |
Record date for the SA Register for the Share Capital Reorganisation | Friday, 14 June 2013 |
Share Capital Reorganisation effective in respect of Ordinary Shares on the SA Register | Tuesday, 18 June 2013 |
Dispatch of new share certificates in respect of Ordinary Shares to UK Shareholders and to South African Shareholders who have surrendered their share certificates by 12.00 noon (South African time) on Friday, 14 June 2013 | by Tuesday, 18 June 2013 |
Accounts of South African Dematerialised Shareholders updated in respect of Ordinary Shares following the Share Capital Reorganisation | Tuesday, 18 June 2013 |
End of restrictions on transfers between UK Register and SA Register | Tuesday, 18 June 2013 |
Notes:
For Shareholders who are recorded on the SA Register, the following applies:
·; The JSE has introduced Strate for all settlements of share transactions concluded on the JSE, and this has already been implemented by the Company. Accordingly, share certificates representing Ordinary Shares in the Company must first be dematerialised before Shareholders on the SA Register will be able to trade the Ordinary Shares in the Company. Shareholders on the SA Register are advised to contact a CSDP or broker to make the necessary practical arrangements for dematerialisation. It is anticipated that the dematerialisation of the Company's Ordinary Shares may take up to a maximum of ten business days to be finalised once a Shareholder has made the necessary arrangements with the CSDP or broker.
·; No transfers between registers may take place between Thursday, 30 May 2013 and Tuesday, 18 June 2013 (both dates inclusive).
Issued ordinary share capital as at 7 June 2013: 1 599 682 990
Issued on behalf of: Central Rand Gold Limited.
The Notice of Annual General meeting is available on the Company's website at www.centralrandgold.com and has been submitted to the National Storage Mechanism where it will be available shortly at www.morningstar.co.uk/uk/nsm.
For further information, please contact:
Central Rand Gold +27 (0) 87 310 4400
Johan du Toit / Patrick Malaza
Charles Stanley Securities Limited +44 (0) 20 7149 6478
Marc Milmo / Mark Taylor
Merchantec Capital +27 (0) 11 325 6363
Marcel Goncalves / Monique Martinez
Buchanan +44 (0) 20 7466 5000
Bobby Morse
www.buchanan.uk.com
Jenni Newman Public Relations Proprietary Limited +27 (0) 11 506 735
Jenni Newman
Johannesburg
7 June 2013
JSE Sponsor
Merchantec Capital
Related Shares:
Central Rand Gold