|22 July 2008
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG (Suspended)
JCI and R&E are pleased to announce that they yesterday signed a Memorandum of Understanding (“MOU”).
In terms of the MOU, and subject to the fulfilment of conditions precedent:
- JCI shall cause 8 650 000 Gold Fields Limited shares to be registered in the name of R&E;
- JCI shall cause 6 196 868 R&E shares, which are registered in the name of JCI to be registered in the name of R&E;
- R&E shall cause 265 935 854 JCI shares, which are registered in the name of R&E to be transferred to JCI; and
- JCI shall register 285 899 200 Jaganda (Pty) Limited preference shares (“the prefs”) in the name of R&E(Being 80% of JCI’s interest in the prefs).
In terms of the MOU, the companies will endeavour to conclude a binding Settlement Agreement (“Settlement Agreement”) within 21 days, which is intended to provide for a full and final settlement of all claims by R&E against JCI and vice versa. The Settlement Agreement, if concluded, is an alternative to the proposed merger and will result in a similar financial outcome for the shareholders of the companies.
The Settlement Agreement will be subject to a number of conditions precedent which will be included in circulars for approval by the shareholders of JCI and R&E in general meeting. It is intended that should the Settlement Agreement become binding on JCI and R&E, the proposed merger (which has not been aborted at this stage) will not proceed.
RENEWAL OF CAUTIONARY ANNOUNCEMENT
Further to the cautionary announcements, the last of which were dated 10 July 2008, shareholders are advised to continue to exercise caution when trading in their shares over-the-counter until a further announcement is made.
22 July 2008
(A division of Sasfin Bank Limited)