|24 March 2009
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG
ISIN: ZAE000008819 (Suspended)
Nasdaq trading symbol: RANGY (delisted)
ADR ticker symbol: RNG
("R&E" or "the Company")
RECONVENING OF THE ADJOURNED SCHEME MEETING
In respect of the scheme of arrangement (“scheme”) proposed by Randgold & Exploration Company Limited (“R&E”) amongst JCI and its shareholders, other than R&E, and further to the announcements published on SENS on 12 February 2009 and 10 March 2009, JCI shareholders are reminded that the scheme meeting referred to in those announcements was adjourned by the Chairman of the scheme meeting to 29 April 2009 at a venue to be notified. The Chairman of the scheme meeting also ruled that JCI was entitled to bring the date of the adjourned scheme meeting forward from 29 April 2009, on notice of not less than 14 days to be given by publication on SENS and in the Beeld and Business Day newspapers.
The directors of JCI have now resolved to bring the adjourned scheme meeting date forward.
Accordingly, notice is hereby given that the scheme meeting will be reconvened to be held at 09:00 on Thursday, 9 April 2009 at the Hilton Hotel, Rivonia Road, Sandton, 2196 (“reconvened scheme meeting”).
JCI shareholders, other than R&E, registered as such at 17:00 on Monday, 6 April 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 09:00 on Tuesday, 7 April 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 relevant documentation, including this notice, the order of Court convening the scheme meeting, 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, the reports of the Chairmen on prior scheme meeting, and 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:
|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
|| ||-|| ||Monday, 30 March|
|Voting record date to vote at the reconvened scheme meeting (See note 3 below) by close of trading on|| ||-|| ||Monday, 6 April|
|Last day for receipt of forms of proxy for the reconvened scheme meeting by 09:00|| ||-|| ||Tuesday, 7 April|
|Reconvened scheme meeting to be held at 09:00 on|| ||-|| ||Thursday, 9 April|
|Publication of results of reconvened scheme meeting on SENS on|| ||-|| ||Thursday, 9 April|
|Publication of results of reconvened scheme meeting in the South African press on|| ||-|| ||Tuesday, 14 April|
|Court hearing to sanction the scheme, if agreed to, (hereinafter referred to as “the return date”) on|| ||-|| ||Tuesday, 12 May|
See note 2
|Results of court hearing published on SENS on|| ||-|| ||Tuesday, 12 May|
See note 2
|Results of court hearing published in the South African press on|| ||-|| ||Wednesday, 13 May|
See note 2
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 reconvened scheme meeting to be held on Thursday, 9 April 2009 will, if necessary, be published after the reconvened scheme meeting has 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 Monday, 30 March 2009 will not be eligible to vote at the reconvened scheme meeting.
24 March 2009