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RNG / JCD - Randgold & Exploration / JCI Limited - Update to Shareholders and reneweal of cautionary

 
21 Jan 2010 - JCD RNG KRHT

JCD RNG

RNG / JCD - Randgold & Exploration / JCI Limited - Update to Shareholders and
Renewal of Cautionary
RANDGOLD & EXPLORATION COMPANY LIMITED

(Incorporated in the Republic of South Africa)

(Registration Number 1992/005642/06)

Share code: RNG & ISIN: ZAE000008819 (Suspended)

ADR Ticker symbol: RNG

Nasdaq trading symbol: RANGY (Delisted)

(”R&E”)

JCI LIMITED


(Incorporated in the Republic of South Africa)

Registration number 1894/00854/06

Share code: JCD & ISIN: ZAE0000039681 (Suspended)

(”JCI”)


NOTIFICATION TO R&E AND JCI SHAREHOLDERS
RENEWAL OF CAUTIONARY ANNOUNCEMENT
JCI, JCI Investment Finance (Pty) Limited (”JCIIF”) and R&E (”the parties”) are
pleased to announce that earlier today the parties signed a revised Settlement
Agreement (”the revised Settlement Agreement”), following the lapsing of the
Settlement Agreement concluded between them on 31 August 2009 and then again on
18 September 2009, the terms of which were previously communicated to R&E and
JCI shareholders.


In terms of the revised Settlement Agreement, and subject to the fulfillment of
various suspensive conditions as detailed in such agreement:



  1. JCI and JCIIF shall cause 6 051 632 Gold Fields Limited (”GFI”) ordinary
    shares to be transferred to R&E;

  2. JCI shall allot and issue 1 555 710 220 new JCI ordinary shares (”the new JCI
    shares”) to R&E, representing approximately 44% of the issued share capital of
    JCI post the issue of such new JCI shares;


  3. R&E shall, following the transfer of the GFI shares to R&E, make a capital
    distribution of such GFI shares to R&E shareholders in proportion to their
    respective shareholdings;


  4. R&E shall distribute the new JCI shares to R&E shareholders in proportion to
    their respective shareholdings.


  5. R&E intends also, as part of an unbundling process, to distribute its existing
    JCI shares comprising 305 186 049 shares to R&E shareholders in proportion to
    their respective shareholdings.

    The revised settlement agreement once implemented will as between the R&E group
    and the JCI group only, give rise to the JCI group being discharged from R&E`s
    claims against the JCI Group and vice versa, this, without the parties making
    any admissions of liability or any concessions in regard to their respective
    claims.




The terms of the revised settlement agreement will be detailed in a further
detailed announcement and circulars will be furnished to the shareholders of R&E
and JCI in due course, to whom the revised Settlement Agreement will be
presented for approval. The parties have procured irrevocable undertakings from
certain key shareholders as required in terms of the revised Settlement
Agreement.

Shareholders are further advised that a Litigation Settlement Agreement between
the parties, Letseng Diamonds Limited, Investec Bank Limited, Investec Bank Plc
and certain other parties was also concluded, the details of which will also be
included in a detailed announcement to shareholders in due course and the
abovementioned circulars.

RENEWAL OF CAUTIONARY ANNOUNCEMENT

In the light of the above, R&E and JCI shareholders are advised to continue to
exercise caution when trading in their shares over-the-counter until the further
detailed announcements are made.



Johannesburg

21 January 2010

Sponsor to R&E:

PSG Capital (Pty) Limited

Sponsor to JCI:

Sasfin Capital

(a division of Sasfin Bank Limited)

Date: 21/01/2010 16:29:06 Produced by the JSE SENS Department.

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