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R&E - JCI announcement regarding the scheme meeting - for the information of R&E shareholders

 
12 February 2009

JCD - JCI Limited - Setting aside of the proceeding
JCD KRHT
JCD
JCD - JCI Limited - Setting aside of the proceedings of the adjourned scheme meeting and the reconvening of the adjourned scheme meeting
JCI LIMITED
("JCI")
(Incorporated in the Republic of South Africa)
(Registration number 1894/000854/06)
Share code: JCD (Suspended)
ISIN: ZAE0000039681

SETTING ASIDE OF THE PROCEEDINGS OF THE ADJOURNED SCHEME MEETING AND THE RECONVENING OF THE ADJOURNED SCHEME MEETING INTRODUCTION

Further to the announcement published on SENS on 20 January 2009 and in the press on 21 January 2009, JCI shareholders are advised that, in terms of an Order of Court dated 11 February 2009 ("Order"), the High Court of South Africa (Witwatersrand Local Division) ("Court") has ordered, amongst other things, that:

  1. the proceedings of the scheme meeting held at 14:00 on Monday, 2 February 2009 (which meeting was an adjournment of the scheme meeting held on Monday, 19 January 2009), as well as the vote and the outcome of the vote conducted at such meeting are set aside;
  2. the scheme meeting be reconvened on Monday, 9 March 2009;
  3. notice of the reconvened scheme meeting be given to JCI shareholders by an appropriate announcement on SENS and by publication in two national daily newspapers; and
  4. the date on which the results of the scheme meeting will be reported to the court is postponed until 10h00 on Tuesday, 17 March 2009 or as soon thereafter as counsel may be heard.

Accordingly, the scheme meeting will be reconvened at 14:00 on Monday, 9 March 2009 at the Hilton Hotel, Rivonia Road, Sandton, 2001. JCI shareholders, other than Randgold & Exploration Company Limited ("R&E"), registered as such at 17:00 on Wednesday, 4 March 2009 ("scheme members") will be entitled to attend and vote at the reconvened scheme meeting.

A form of proxy lodged or a letter of representation issued for the scheme meeting will remain valid for the reconvened scheme meeting if the shareholder concerned is still then a scheme member and to the extent of such scheme member`s shareholding. In addition, properly completed new or replacement forms of proxy may be lodged with or posted to the transfer secretaries of JCI, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107) or Capita Registrars, Proxies Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, to be received by no later than 14:00 on Thursday, 5 March 2009 or may be handed to the Chairman of the reconvened scheme meeting not later than 10 minutes before the time of the reconvened scheme meeting. Notwithstanding the foregoing, the Chairman may approve, in the Chairman`s discretion, the use of any other form of proxy.

Copies of:

  1. this notice;
  2. the order;
  3. all papers filed with the court in respect of the urgent application launched by Letseng Diamonds Limited on 6 February 2009 under case number 2009/5240, in terms of which the order was granted by the court; and
  4. the document dated 15 December 2008 containing the notice of scheme meeting, the form of proxy to be used at the scheme meeting and any adjourned scheme meeting, the scheme, the explanatory statement in terms of section 312(1) of the companies act explaining the scheme and the order of court convening the scheme meeting, may be inspected by JCI shareholders and copies thereof obtained on request, free of charge, during normal business hours, at the registered office of JCI, 10 Benmore Road, Morningside, Sandton, 2196, at any time prior to the reconvened scheme meeting.
REVISED IMPORTANT DATES AND TIMES    
    2009
Last day to trade in JCI shares (over the counter) in order to be recorded in the register to vote at the reconvened scheme meeting   Wednesday,25 February
Voting record date to vote at the reconvened scheme meeting (See note 3 below) by close of trading on   Wednesday, 4 March
Last day for receipt of forms of proxy for the reconvened scheme meeting by 14:00   Thursday, 5 March
Reconvened scheme meeting to be held at 14:00 on   Monday, 9 March
Publication of results of reconvened scheme meeting on SENS on   Monday, 9 March
Publication of results of reconvened scheme meeting in the South African press on   Tuesday, 10 March
Court hearing to sanction the scheme, if agreed to, (hereinafter referred to as "the return date") on   Tuesday, 17 March
Results of court hearing published on SENS on   Tuesday, 17 March
Results of court hearing published in the South African press on   Wednesday, 18 March

Notes:

  1. The above dates and times are subject to further change. Any such change will be published on SENS and in the South African press. Any reference to time is a reference to South African time.
  2. A notice containing revised important dates and times after the date of the Court hearing on Wednesday, 18 March 2009 shall, if necessary, be published after the reconvened scheme meeting shall have been held.
  3. A form of proxy may be handed to the chairman of the reconvened scheme meeting up to 10 minutes before the commencement of the reconvened scheme meeting.
  4. Shareholders on the South African register should note that as JCI is settling through Strate, settlement for trade takes place 5 business days after such trade. Therefore persons who acquired shares in JCI after Wednesday, 25 February 2009 will not be eligible to vote at the reconvened scheme meeting.

JCI Limited
Johannesburg
12 February 2009
Corporate adviser and sponsor to JCI
Sasfin Capital
A division of Sasfin Bank Limited
Corporate Law Advisers to the scheme
Taback and Associates (Proprietary) Limited
Date: 12/02/2009 17:27:07 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

 
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