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Central Rand Gold Limited

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Central Rand Gold Limited No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. The securities offered herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and, subject to certain limited exemptions, may not be offered, sold, pledged or otherwise transferred directly or indirectly in the United States or to United States persons. This document comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules of the Financial Services Authority made under section 73A of the United Kingdom Financial Services and Markets Act 2000 (‘‘FSMA’’) and in terms of the JSE Limited Listings Requirements and Chapter VI of the South African Companies Act 61 of 1973, as amended. This prospectus has been approved by and filed with the Financial Services Authority (‘‘FSA’’) and was registered by the South African Registrar of Companies on 31 October 2007. This prospectus will be made available to the public in accordance with the Prospectus Rules. Consent under the Control of Borrowing (Bailiwick of Guernsey) Ordinances 1959 to 1989 was obtained on 11 September 2007 by the Company for the issue of ordinary shares in the capital of the Company (the ‘‘Shares’’) and associated fund raising. In giving its consent, neither the Guernsey Financial Services Commission nor the States of Guernsey Policy Council accept responsibility for the financial soundness of the Company or for the correctness of any of the statements made, or opinions expressed with regard thereto. This prospectus relates to a private placement and does not constitute an offer to the public in Guernsey or South Africa to subscribe for the Shares. To the extent to which any promotion of the Shares is deemed to take place in Guernsey, the Shares are only being promoted in or from within the Bailiwick of Guernsey either (i) by persons licensed to do so under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) or (ii) to persons licensed under the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended), the Banking Supervision (Bailiwick of Guernsey) Law, 1994 or the Regulation of Fiduciaries, Administration Businesses and Company Directors, (Bailiwick of Guernsey) Law, 2000. Promotion is not being made in any other way. The Company and the Directors of the Company, whose names and functions appear on page 23, accept responsibility for the information contained in this prospectus and to the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this prospectus is in accordance with the facts and contains no omission likely to affect its import. The Directors certify that to the best of their knowledge and belief there are no facts that have been omitted from this prospectus which would make any statement found within this prospectus false or misleading. Central Rand Gold Limited Central Rand Gold Limited (formerly Central Rand Gold Consols Limited) (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) Placing of 60,000,000 Shares and admission to a primary listing on the Official List and to trading on the London Stock Exchange and a secondary listing on the JSE Limited at a Placing Price of 125p and ZAR 16.94 UKLA Sponsor, Global Co-ordinator and Bookrunner Evolution Securities and JSE Sponsor and Co-Lead Manager Co-Lead Manager Macquarie First South RBC Capital Markets Ordinary Share Capital Immediately Following Admission Authorised Issued and fully paid Amount Number Amount Number £10,000,000 1,000,000,000 Ordinary Shares of 1 pence each £2,465,996.50 246,599,650 The Shares are not currently traded on any exchange or quotation system. Applications have been made to the Financial Services Authority for all the Shares issued and to be issued to be admitted to listing on the Official List of the Financial Services Authority (the ‘‘Official List’’) and to the London Stock Exchange plc (the ‘‘London Stock Exchange’’) for such Shares to be admitted to trading on the London Stock Exchange’s regulated market for listed securities under the share code ‘‘CRND’’ (together ‘‘UK Admission’’). The JSE Limited (‘‘JSE’’) has also conditionally approved the listing of the Shares on the Main Board under the share code ‘‘CRD’’. Listing on the JSE will be subject to the Company fulfilling all the listing requirements of the JSE before the date of Admission (the ‘‘JSE Admission’’ and together with the UK Admission (‘‘Admission’’)). It is expected that Admission will become effective and that dealings in the Shares will commence on the London Stock Exchange at 8.00am (London time) and at 10.00 a.m. (SA time) on the JSE on 8 November 2007. The Placing on behalf of the Company of 60,000,000 fully paid Shares at a price of 125p per Share (the ‘‘Placing’’), by Evolution Securities Limited (‘‘Evolution’’), Macquarie First South Corporate Finance (Proprietary) Limited (‘‘Macquarie’’) and RBC Capital Markets, a trading division of Royal Bank of Canada Europe Limited (‘‘RBC’’) (collectively, the ‘‘Managers’’), pursuant to the terms of an agreement dated 1 November 2007 (the ‘‘Placing Agreement’’) among the Managers, the Directors and the Company is conditional, inter alia,on Admission taking place on or before 8 November 2007 (or such later date as the Company and the Managers agree but in any event no later than 14 December 2007). There is currently no market through which these securities may be sold and purchasers may not be able to resell securities purchased under this prospectus. The distribution of this prospectus and the placing of the Shares in certain jurisdictions may be restricted by law and your attention is drawn to the paragraphs headed ‘‘Important Information’’ on pages 19 to 20 of this prospectus. The Shares are being offered outside the United States in offshore transactions in reliance on Regulation S (‘‘Regulation S’’) under the United States Securities Act of 1933, as amended (the ‘‘US Securities Act’’). The Shares have not been and will not be registered under the US Securities Act and may not be offered or sold within the United States except pursuant to an applicable exemption from, or in a transaction not subject to the registration requirements of the US Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No action has been or will be taken by the Company, the Company’s shareholders at the date of this prospectus (the ‘‘Existing Shareholders’’), the Managers or any other person to permit a public offering of the Shares or to permit the possession or distribution of this prospectus (or any other offering or publicity materials or application form(s) relating to the Shares) in any jurisdiction where action for that purpose may be required. Accordingly, neither this prospectus nor any advertisement nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdictions. The distribution of this prospectus is subject to the restrictions set out on pages 19 to 20 of this prospectus. Investment in the Shares is highly speculative and involves significant risks. Anyone considering acquiring Shares in the Placing should read this prospectus in its entirety and, in particular, ‘‘Risk Factors’’ on pages 9 to 18 of this prospectus. The Shares to be issued and made available pursuant to the Placing will, following Admission, rank pari passu in all respects with the other issued Shares of the Company and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the issued Shares after the date of Admission. Prospective investors should rely only on the information in this prospectus. No person has been authorised to give any information or make any representations other than those contained in this prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors or any of the Managers. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of the FSMA and rule 3.4 of the Prospectus Rules of the FSA or under rules 6.13 and 6.14 of the JSE Listing Requirements neither the delivery of this prospectus nor any subscription or purchase of the Shares made pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company and its subsidiaries and subsidiary undertakings from time to time (the ‘‘Group’’) since, or that the information contained herein is correct at any time subsequent to, the date of this prospectus. The contents of this prospectus are not to be construed as legal, financial, business or tax advice. Each prospective investor should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. If you are in any doubt about the contents of this prospectus you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser. It should be noted that the price of securities and the income from them can go down as well as up.
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