30 Nov 2005
Shareholders are referred to the terms and conditions of the Debentures as set out in the JCI Limited (formerly Consolidated African Mines Limited) and JCI Gold Limited merger circular, dated 4 June 2002, which provide for the conversion of the Debentures into fully paid up ordinary shares of 1 (one) cent each in the issued ordinary share capital of JCI, with effect from the conversion date, being 16 January 2006 (“conversion date”), in terms of the Debenture Trust Deed. Extracts from the Debenture certificate are attached as Annexure 1.
The ratio of entitlement is one JCI ordinary share for every Debenture held.
An application will be made to JSE Limited for the listing of JCI conversion shares. All new shares issued in respect of the conversion, will rank pari passu with the existing ordinary shares in issue.
Each Debenture shall be automatically converted into 1 (one) ordinary share of 1 (one) cent each, provided that the Debenture holder be entitled to elect by written notice (“redemption notice”) not to convert into JCI ordinary shares but shall be redeemed at a price of R1,25 each.
Certificated Debenture holders who elect to redeem all or part of their Debentures have been provided with a redemption notice and form of surrender which is attached to this circular, must be completed and submitted to the Company’s transfer secretaries, Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107) or the United Kingdom Registrars, Capita Registrars, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU by no later than the close of business on Wednesday, 21 December 2005, being 15 business days prior to the conversion date.
Dematerialised Debenture holders, who elect to redeem their Debentures, should advise their Central Securities Depository Participant (“CSDP”) or broker who will arrange for their accounts to be updated in terms of the custody agreement entered into with their CSDP or broker.
- DIRECTORS’ RECOMMENDATION
Debenture holders are referred to the recent Company announcements published on 11 October 2005 and 10 November 2005 respectively, relating to the forensic investigation currently being conducted, and the delay in the publication of the Company’s audited annual financial results for the year-ended 31 March 2005.
In light of the aforementioned, the Board of directors recommend, that debenture holders take all necessary steps, to redeem their debentures and NOT to elect conversion to ordinary shares.
- SURRENDER OF JCI DEBENTURE CERTIFICATES
Dematerialised Debenture holders are to advise their CSDP or broker as to their election in accordance with the instructions contained in the agreement concluded between themselves and their CSDP
If you have not already dematerialised your Debenture certificates, you are requested to complete the form of surrender, which is attached to this circular, and return it (together with your Debenture certificate/s (“documents of title”) to the offices of Company’s transfer secretaries, Computershare Investor Services 2004 (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (PO Box 61763, Marshalltown, 2107), in accordance with the instructions contained in the form.
If your documents of title relating to your Debentures have been lost or destroyed, the Company’s transfer secretaries may dispense with the surrender of such documents of title upon production of satisfactory evidence to the Company’s transfer secretaries that the documents of title have been lost or destroyed, and upon delivery of a properly executed indemnity form which is available from the Company’s transfer secretaries on request, and which will be regarded as the only suitable form of submission in such circumstances.
For and on behalf of the Board
Secretaries: Consolidated Mining Management Services Limited
Per: P B Beale
Group Company Secretary
30 November 2005
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