TIDMCRND
RNS Number : 0145U
Central Rand Gold Limited
19 October 2017
19 October 2017
Central Rand Gold Limited
("Central Rand Gold" or "the Company")
(Incorporated as a company with limited liability under the laws
of Guernsey,
Company Number 45108)
(Incorporated as an external company with limited liability
under the laws of South Africa,
Registration number 2007/019223/10)
ISIN: GG00B92NXM24
LSE share code: CRND JSE share code: CRD
Firm and Conditional Placing, Board Changes and
Appointment of Nomad
Further to the announcement of 13 October 2017 and the release
of the Company's Interim Results yesterday, Central Rand Gold
announces that Peterhouse Corporate Finance ("Peterhouse") has
raised GBP750,000 before expenses on behalf of the Company through
a conditional placing of 1,071,428,566 new ordinary shares of 1p
each (the "Placing Shares") at a price of 0.07 pence per share each
(the "Placing"). The net proceeds of the Placing will be used for
general working capital purposes.
The Placing is conditional, inter alia, on the passing of a
relevant resolution at the General Meeting of the Company to be
held on 30 October 2017 at the offices of IAG, Regency Court,
Glategny Esplanade, St Peter Port, Guernsey, GY1 3RH at 11.00 a.m.
(UK time) and the execution of an agreement to effect the
conditional disposal of the Company's interest in its immediate
subsidiary company, as outlined below.
Trading in the Company's shares will remain suspended pending
clarification of the Company's financial position. The Company will
update the market in due course.
The Placing Shares, when issued, will rank pari passu in all
respects with the Company's existing ordinary shares. Application
shall be made for the Placing Shares to be admitted to trading on
AIM ("Admission") and it is expected that Admission will become
effective and that dealings in the new Ordinary Shares will
commence on or around 31 October 2017.
Following completion of the Placing, the new investors will, in
aggregate, hold approximately 78.13 per cent. of the enlarged share
capital, which following the issue of the Placing Shares will
comprise 1,371,261,851 ordinary shares. The Placing Price of 0.07p
per share represents a discount of approximately 83.3 per cent. to
the closing mid-market price of 0.42p per ordinary share on 11 May
2017, being the date on which trading in the Company's ordinary
shares on AIM was suspended.
Following Admission, the Company's enlarged issued share capital
will comprise 1,371,261,851 ordinary shares with voting rights.
This figure may be used by Shareholders in the Company as the
denominator for the calculations by which they may determine if
they are required to notify their interest in, or a change to their
interest in, the Company under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.
Board Changes
Central Rand Gold is pleased to announce that John Treacy and
James Normand have been appointed to the Board of the Company, both
as Independent Non-Executive Directors, effective immediately. At
the same time, Lola Trollip, Jason Hou and William Zhaung have all
resigned from the Board of Central Rand Gold. Jason Hou and William
Zhaung will join the Board of Central Rand Gold (Netherland
Antilles) N.V. ("CRGNV") to assist in the timely disposal of the
operational assets of the Company. Simon Charles will continue to
serve on the Board as Independent Non-Executive Chairman. Central
Rand Gold would like to thank these directors for their efforts
whilst on the Board and would like to wish them all the best with
their future endeavours.
John Michael Treacy, Independent Non-Executive Director
Mr Treacy, 36, is an experienced small cap financier who
specialises in working with growing companies. He qualified as a
solicitor in the London office of a major international law firm
where he specialised in Capital Markets and Mergers &
Acquisitions. From there he moved to practise corporate finance in
the advisory teams of several prominent UK brokerages where he was
a Qualified Executive for the purposes of the AIM Rules and acted
on numerous IPOs, acquisitions, debt restructurings and
placings.
The following information is disclosed pursuant to paragraph (g)
of Schedule Two of the AIM Rules for Companies.
Current: Past:
None China Sports Development
Limited
As at the date of this announcement Mr Treacy does not have any
interest in any ordinary shares of the Company.
There is no further information to be disclosed in relation to
Mr Treacy's appointment pursuant to AIM Rule 17 or paragraph (g) of
Schedule Two of the AIM Rules for Companies.
James Patrick Normand, Independent Non-Executive Director
Mr Normand qualified as a Chartered Accountant in 1978, having
trained with Spicer and Pegler (now part of Deloitte). Following a
secondment (from 1985 to 1987) to 3i plc, Mr Normand specialised
for the next 15 years in the provision of advice to management
buy-out and buy-in teams and on corporate acquisitions, disposals
and capital raisings. Since 2002 Mr Normand has filled management
and finance officer roles for a number of different commercial and
charitable organisations. Most recently, from 2009 to 2016, he was
Finance Director of Pathfinder Minerals Plc, an AIM-traded mining
exploration company.
The following information is disclosed pursuant to paragraph (g)
of Schedule Two of the AIM Rules for Companies.
Mr Normand, aged 63, has held the following directorships and /
or partnerships in the past 5 years:
Current: Past:
The London Diocesan Board of Finance Micah Minerals Limited
The London Diocesan Fund IM Minerals Limited
Nyota Minerals Limited Pathfinder Minerals PLC
Nyota Minerals (UK) Limited
As at the date of this announcement Mr Normand does not have any
interest in any ordinary shares of the Company.
There is no further information to be disclosed in relation to
Mr Normand 's appointment pursuant to AIM Rule 17 or paragraph (g)
of Schedule Two of the AIM Rules for Companies.
Appointment of Nominated Adviser
Further to the Exchange's announcement of 10 October 2017 and
the Company's announcement of 11 October 2017 regarding the pending
removal of ZAI Corporate Finance Limited from the register of
nominated advisers, the Company has appointed Beaumont Cornish
Limited as its nominated adviser. Given the particular
circumstances, the Exchange has agreed that Beaumont Cornish
Limited has until 5pm on 19 December 2017 to finalise its due
diligence and provide all relevant nominated adviser confirmations
to the Exchange.
There can be no guarantee that Beaumont Cornish Limited will be
able to conclude its due diligence satisfactorily by 5pm on 19
December 2017 or to provide the relevant declaration to the
Exchange. Accordingly, in such circumstances there is a risk that
the Company's AIM securities will be suspended on or before 5pm on
19 December 2017 pursuant to AIM Rule 1. If within one month of
that suspension the Company has failed to appoint a replacement
nominated adviser, the admission of its AIM securities will be
cancelled.
Notwithstanding the extension of time provided in respect of due
diligence obligations at engagement, Beaumont Cornish Limited will
continue to be subject to all the ongoing nominated adviser
responsibilities under the AIM Rules for Nominated Advisers.
Business Review
As stated in the Company's Circular to Shareholders sent on 13
October 2017, the Directors believe that the retention of its
interests in the mining projects is no longer viable. Accordingly,
the Directors are actively pursuing the disposal of the Company's
interest in its immediate subsidiary company, CRGNV, and have begun
the process of seeking all regulatory approvals necessary to effect
a proposed sale of the Company's mining operations to a consortium
of certain of the Company's lenders, being Mr Jiabang Wang,
Redstone Capital Limited and Mrs Zhu, for a nominal sum in exchange
for cancellation of all loans owed by the Company to those parties
and interest accrued thereon, being approximately US$8.3 million
and the corporate assumption of approximately US$8.0 million of
trade and other payables.
The anticipated disposal, should it complete, will amount to a
fundamental disposal of the business pursuant to Rule 15 of the AIM
Rules which requires the approval, by way of an ordinary
resolution, of the Shareholders at the General Meeting, after which
the Company will become an AIM Rule 15 Cash Shell.
Within six months of becoming a Rule 15 Cash Shell, the Company
must make an acquisition or acquisitions which constitute(s) a
reverse takeover under AIM Rule 14. If it does not do so, the
London Stock Exchange will suspend trading in the Company's AIM
securities pursuant to AIM Rule 40. The London Stock Exchange will
cancel the admission of the Company's AIM securities pursuant to
AIM Rule 41 where they have been suspended from trading for six
months.
The anticipated disposal remains subject to certain regulatory
approvals and final commercial agreement between the parties. No
guarantee can be made that all these conditions will be met.
The Directors intend that:
-- the Company will make no further investment in CRGNV;
-- no further funds will be paid upward from CRGNV to the Company; and
-- all intercompany loans will be cancelled.
Market Abuse Regulation
The Market Abuse Regulation ("MAR") became effective from 3 July
2016. Market Soundings, as defined in MAR, were taken in respect of
the Placing, with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
Market Sounding are no longer in possession of inside information
relating to the Company and its securities.
For further information, please contact:
+27 (0) 87 310
Central Rand Gold Limited 4400
Simon Charles
Beaumont Cornish Limited - Financial +44 (0) 20 7628
& Nominated Adviser 3396
Roland Cornish
Peterhouse Corporate Finance Limited +44 (0) 20 7469
- Broker 0930
Lucy Williams and Fungai Ndoro
+27 (0) 11 325
Merchantec Capital - JSE Sponsor 6363
Monique Martinez / Marcel Goncalves
This information is provided by RNS
The company news service from the London Stock Exchange
END
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