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Free State Developmt (FSDI)


Thursday 02 October, 2003

Free State Developmt

Statement re Salient Dates

Free State Development and Investment Corporation Limited

(Incorporated in the Republic of South Africa)

(Registration number 1944/016931/06)

(Share code: FRE ISIN: ZAE000002739)


Randgold & Exploration Company Limited

(Incorporated in the Republic of South Africa)

(Registration number 1992/005642/06)

Share code: RNG ISIN: ZAE000008819

Nasdaq trading symbol: RANGY

('Randgold & Exploration')



1.1 Randgold & Exploration will propose a scheme of arrangement in terms of
Section 311 of the Companies Act, 1973 (Act 61 of 1973), as amended, ('the
scheme') between FSD and FSD shareholders (other than JCI Limited) holding
55,1% of FSD's share capital ('scheme members'), which on implementation will
result in:

- Randgold & Exploration acquiring the FSD shares held by scheme members in
exchange for shares in Randgold & Exploration issued in the ratio of 12,5
Randgold & Exploration shares for every 100 FSD shares held;

- FSD will become a subsidiary of Randgold & Exploration; and

- the listing of FSD on the JSE Securities Exchange South Africa ('the JSE')
and the London Stock Exchange ('LSE') being terminated.

1.2 The scheme is subject to the fulfilment of the conditions precedent that by
no later than 17:00 on Thursday, 13 November 2003, or such later date as may be
agreed upon in writing between FSD and Randgold & Exploration, subject to the
consent of the JSE and the Securities Regulation Panel:

1.2.1 to the extent necessary, the unconditional written approval of the
competition authorities to the scheme shall be obtained;

1.2.2 the scheme shall be approved by a majority representing not less than 75%
of the votes exercisable by the scheme members present and voting, either in
person or by proxy, at the scheme meeting;

1.2.3 the scheme shall be sanctioned by the Court; and

1.2.4 a certificated copy of the Order of the Court sanctioning the scheme
shall be registered by the Registrar in terms of the Companies Act.

1.3 The scheme will proceed in accordance with the timetable set out in 2


The salient dates and times relating to the above are as follows:

Last day to trade FSD shares in order to vote at the         Friday, 17 October
scheme meeting (see note 4)                                                    
Voting record date                                           Friday, 24 October
Last day to lodge form of proxy for the scheme               Monday, 27 October
meeting by 10:00 on (see note 3)                                               
Scheme meeting to be held at 10:00                        Wednesday, 29 October
Result of the scheme meeting published on SENS            Wednesday, 29 October
Result of the scheme meeting published in the South        Thursday, 30 October
African press                                                                  
Court hearing at 10:00 or so soon thereafter as            Tuesday, 11 November
Counsel may be heard, to sanction the scheme                                   
If the scheme is sanctioned and implemented (see note                          
Result of the Court sanctioning of the scheme              Tuesday, 11 November
published on SENS                                                              
Result of the Court sanctioning of the scheme            Wednesday, 12 November
published in the South African press                                           
Order of Court sanctioning the scheme registered by      Wednesday, 12 November
the Registrar of Companies                                                     
Last day to trade for shareholders to be eligible to        Friday, 14 November
receive the scheme consideration                                               
Suspension of listing of FSD shares on the JSE and          Monday, 17 November
the LSE at the commencement of trading                                         
Listing of Randgold & Exploration consideration             Monday, 17 November
shares at the commencement of trading                                          
Record date to determine participation in the scheme        Friday, 21 November
consideration by the close of business                                         
Operative date of the scheme at the commencement of         Monday, 24 November
Scheme consideration posted to certificated scheme          Monday, 24 November
participants (if documents of title are received on                            
or prior to the record date) on or, failing receipt                            
of documents of title on or before the consideration                           
record date, within five business days of receipt                              
thereof by the transfer secretaries or the United                              
Kingdom registrars                                                             
Dematerialised scheme participants have their safe          Monday, 24 November
custody accounts held at their CSDP or broker updated                          
with the scheme consideration                                                  
Termination of listing of FSD shares on the JSE and        Tuesday, 25 November
the LSE at the commencement of trading                                         


(1) All dates and times relating to the implementation of the scheme are
subject to the conditions precedent, set out in 1.2 above, being fulfilled by
Thursday, 13 November 2003. Should there be a delay in the fulfilment thereof,
the dates and times subsequent to Thursday, 13 November 2003, applicable to the
implementation of the scheme will change. Any such change will be published in
the South African press and on SENS. All times referred to are South African

(2) If a form of proxy is not received by the time and date shown above, it may
be handed to the chairman of the scheme meeting by not later than 10 (ten)
minutes before the commencement of the scheme meeting.

(3) Share certificates may not be dematerialised or rematerialised between
Friday, 14 November, 2003 and Friday, 21 November 2003 and, if the scheme
fails, between Friday, 28 November 2003 and Monday, 1 December 2003.

(4) As FSD is settling in the STRATE environment, settlement of trades of FSD
shares takes place five business days after the trade. Therefore, FSD
shareholders who acquire FSD shares within four business days before the record
date to vote at the scheme meeting on Friday, 24 October 2003, will not be
eligible to vote at the scheme meeting.


A copy of the scheme documentation will be posted to FSD shareholders today.


2 October 2003

Corporate adviser to FSD


Corporate law adviser to FSD


Sponsor to FSD


Sponsor to Randgold & Exploration



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