Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share Code: RNG & ISIN: ZAE000008819
(“R&E” or “the company”)
CAPITAL DISTRIBUTION OF SETTLEMENT GOLD FIELDS LIMITED (“GFI”) SHARES AND UNBUNDLING OF JCI LIMITED SHARES HELD BY R&E - APPORTIONMENT RATIO FOR TAX PURPOSES
Shareholders are referred to the last announcement of 18 June 2010, setting out the salient dates for the completion of the capital distribution of the settlement GFI shares to R&E shareholders and unbundling by R&E of all of its JCI shares (new JCI shares and existing JCI shares) to R&E shareholders pursuant to the proposed settlement between R&E, JCI and JCI Investment Finance (Pty) Limited, the details of which were included in the circular to shareholders dated 12 May 2010 (“the circular”).
This announcement serves to inform R&E shareholders of the closing prices of the R&E and GFI shares in terms of the capital distribution and the ratio of the market value of the settlement GFI shares to the market value of the R&E shares prior to the capital distribution.
Furthermore and pursuant to the unbundling of the JCI shares to R&E shareholders, the closing price of the R&E shares, an illustrative market value of the JCI shares (reflecting the post settlement Net Asset Value (“NAV”)), and the ratio of the illustrative market value of the JCI shares to the sum of the market value of the R&E shares and illustrative market value of the JCI shares, after the unbundling is also disclosed.
Apportionment ratio and closing prices in respect of the capital distribution:
The apportionment ratio for tax purposes in respect of the capital distribution is 59.96% relating to a settlement GFI shares and 40.04% relating to an R&E share, based on the closing prices of GFI shares and R&E shares at 25 June 2010 of R104.50 per GFI share and R14.10 per R&E share.
Apportionment ratio and closing prices in respect of the unbundling of JCI shares:
The trading in the JCI shares on the JSE is currently suspended making the determination of the market value of the JCI shares difficult. Furthermore R&E has been unable to obtain an updated NAV from the board of JCI. As such R&E shareholders should utilise their own discretion and perform their own calculations in determining the appropriate market value of the JCI shares in determining the apportionment ratio.
For illustrative purposes and based on the JCI pro forma NAV at 31 December 2009 of 19.99 cents per share after the proposed settlement (as further disclosed in the circular), the apportionment ratio for tax purposes in respect of the unbundling of the JCI shares would be 49.87% relating to an unbundled JCI share and 50.13% relating to an R&E share, based on the closing price of R5.00 per R&E share on 5 July 2010 and the illustrative NAV of 19.99 cents per JCI share post the settlement at 31 December 2009.
The potential tax considerations to R&E shareholders in respect of the capital distribution of the settlement GFI shares and the unbundling of the JCI shares are set out on pages 35-38 of the circular. Shareholders are however, advised in all circumstances to seek their own advice regarding taxation.
PSG Capital (Pty) Limited
9 July 2010
Sponsor and Corporate Advisor to R&E