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 R&E’S SHAREHOLDING IN GOLD FIELDS LIMITED (“GOLD FIELDS”) - APPORTIONMENT RATIO FOR TAX PURPOSES
1.1. Shareholders are referred to the Company’s SENS announcement dated 10 December 2010 (“the Finalisation Announcement”), as well as the Company’s circular (“the Circular”) to shareholders issued on 8 November 2010 relating to:
a distribution in specie of the R&E shareholding in Gold Fields Limited (“Gold Fields”), comprising 2 270 687 ordinary shares in Gold Fields (“the Gold Fields Shares”), as a specific payment to R&E shareholders in terms of section 90 of the Companies Act 61 of 1973, as amended; and
1.2 a special dividend of 90 cents per share to R&E shareholders.
2. The Company confirms that the payment of the abovementioned special dividend and the distribution in specie of the Gold Fields Shares referred to above, took place on 17 January 2011.
3. The Gold Fields Shares were distributed to R&E shareholders firstly as a capital distribution by the reduction of the remaining share premium of R&E to the point that all remaining share premium was utilised, whilst the balance of the distribution in specie was funded from the existing reserves of R&E.
4. In respect of the portion of the distribution in specie funded from the share premium, the share premium distribution amounts to 253.81 cents per R&E share. The distribution ratio of the portion of the distribution in specie funded from share premium to the total value of the distribution in specie is 68.96129% based on the closing price of R116.40 per Gold Fields share on 14 January 2011.
5. With relation to the base cost apportionment of R&E shares for tax purposes, the apportionment ratio for an R&E share in respect of the capital distribution is 48.92560% relating to a Gold Fields share and 51.07440% relating to an R&E share, based on the closing prices of Gold Fields shares and R&E shares at 7 January 2011 of R116.05 per Gold Fields share and R7.50 per R&E share.
6. Potential tax considerations for R&E shareholders in respect of the capital distribution of the Gold Fields Shares are set out on pages 13-16 of the Circular. Shareholders are advised to consult their professional advisors in regard to the tax treatment in the context of their specific circumstances.
19 January 2011