-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VgbQs6BH0lpCJvvV4axQSJj/GaZ3Ir58dHzkUZaZgnoaS13bbJNQiGpPLhQPgZ8W +eZCbNav5jv+OovJhsiadA== 0000950136-03-000527.txt : 20030310 0000950136-03-000527.hdr.sgml : 20030310 20030310140227 ACCESSION NUMBER: 0000950136-03-000527 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030331 FILED AS OF DATE: 20030310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RANDGOLD & EXPLORATION CO LTD CENTRAL INDEX KEY: 0001033217 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29150 FILM NUMBER: 03597715 BUSINESS ADDRESS: STREET 1: PO BOX 82291 CITY: SOUTHDALE 2135 SOUTH STATE: T3 ZIP: 00000 6-K 1 file001.txt FORM 6-K ----------------------------- OMB APPROVAL ----------------------------- OMB Number: 3235-0116 ----------------------------- Expires: August 31, 2005 ----------------------------- Estimated average burden hours per response: 6.00 ----------------------------- FORM 6-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of March, 2003 Commission File Number: 0-29150 Randgold & Exploration Company Limited -------------------------------------- (Translation of registrant's name into English) 5 Press Avenue, Selby, Johannesburg, South Africa ------------------------------------------------- (Address of principal executive offices) Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ] NOTE: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders. Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): NOTE: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR. Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________ Attached to the Registrant's Form 6-K Filing for the month of March 2003, and incorporated by reference herein, is: Exhibit No. Description ----------- ----------- 1. News Release entitled "Randgold in Ground-Breaking Mineral Rights Empowerment Deal", dated February 12, 2003. 2. News Release entitled "Strong Profit Turnaround by RG&E", dated February 12, 2003. 3. Preliminary Report for the year ended 31 December 2002. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. RANDGOLD & EXPLORATION COMPANY LIMITED By: /s/ David J. Haddon ------------------- David J. Haddon Group Company Secretary Dated: March 7, 2003 EX-1 3 file002.txt NEWS RELEASE EXHIBIT 1 RANDGOLD IN GROUND-BREAKING MINERAL RIGHTS EMPOWERMENT DEAL Johannesburg, 12 February 2003 - Randgold & Exploration has announced that the black empowerment company Marothodi Resources has obtained a 26% stake in its mineral rights management company Minrico, which is to be developed as a fully fledged, South African based resource company. Minrico's business to date has been the evaluation of Randgold's extensive minerals portfolio and the placing of selected rights with mining companies. It also manages mineral rights on behalf of other mineral right holders. In all, Minrico currently manages 3 million hectares of mineral rights in South Africa, of which some 65% is being investigated by exploration companies. In addition, Minrico will hold Randgold's joint ventures for diamonds with SouthernEra and Rio Tinto, and with Eurasia on the Doornbosch platinum project. "Our creation of the Minrico concept in 1994 in effect anticipated the current developments in the South African mineral rights dispensation. Following Minrico's incorporation two years ago, this business is now well positioned to grow by taking advantage of the changes introduced in the Minerals and Petroleum Resources Development Act, notably the use-it-or-lose-it provisions," said Randgold chairman Roger Kebble. He said the new Minrico would be drawing on the substantial exploration and development skills its sister company Randgold Resources has developed in West Africa, where among other things it discovered the Morila deposit and developed this into one of the world's top 10 gold mines. Minrico was also expanding its local team as part of this exercise. "We selected Marothodi as our partners in the development of the new Minrico because we wanted to broaden participation in the mining industry beyond the established empowerment players. We also believe that Marothodi's principals, Thelma Mathamelo and MK Mohlala, will add considerable value to the business through their intellectual and networking capabilities. As a requirement of the partnership between Randgold and Marothodi, a trust has been created to hold 25% of Marothodi's interests. This trust will focus on delivering broad based empowerment to Minrico." Thelma Mathamelo, who chairs Marothodi, is an entrepreneur with extensive knowledge of the mining industry, and Mohlala is the chief executive of Johannesburg City Power. They founded Marothodi in 2001 with the intent of developing mineral resources to create employment opportunities, particularly in disadvantaged areas. Issued on behalf of Randgold & Exploration by du Plessis Associates. dPA contact Kathy du Plessis on e-mail randgold@dpapr.com, Tel: 27(11) 728 4701 or cell: (0)83 266 5847. www.randgold.co.za - ------------------------------------------------- DISCLAIMER: Certain of the statements in this document are forward-looking in nature and are based on certain assumptions which involve risks and uncertainty because they relate to events and depend on circumstances that will occur in the future. Randgold & Exploration undertakes no obligation to update any forward-looking statements. Mining and exploration by its very nature, is a risky business and one in which the producers have little influence over the price of their product. Consequently investors should be mindful of the inherent risks associated with all mineral development projects. - ------------------------------------------------- EX-2 4 file003.txt NEWS RELEASE EXHIBIT 2 STRONG PROFIT TURNAROUND BY RG&E Johannesburg, 12 February 2003 - Randgold & Exploration today posted a net profit of R375.8 million for the 12 months to December against a loss of R70 million for the preceding year. Over the same period its net asset value per share doubled to R40, reflecting the strong surge in the value of its holdings in various gold mining ventures, notably Randgold Resources. "The Randgold group's prime focus has always been on shareholder value and in 2002 we delivered this big time," chairman Roger Kebble said. "What is particularly satisfying is that Randgold Resources' strong showing is attributable at least in part to its successful Nasdaq listing last year, which significantly improved its share tradeability and liquidity. The high-grade bonanza at Morila and the improvement in the gold price were obviously also factors, but I think we can claim a substantial chunk of the credit for the elegant and effective way in which we dealt with what had been a negative structural issue in the group." Kebble said while the size, in percentage terms, of RG&E's holding in Randgold Resources had been reduced by the Nasdaq listing, this had been more than offset by the subsequent increase in its value. "Our commitment to value and our confidence in Randgold Resources' upside potential have been more than justified by this strategic decision," he said. Issued on behalf of Randgold & Exploration by du Plessis Associates. dPA contact Kathy du Plessis on e-mail randgold@dpapr.com, Tel: 27(11) 728 4701 or cell: (0)83 266 5847. EX-3 5 file004.txt PRELIMINARY REPORT Exhibit 3 Randgold & Exploration Company Limited Reg No 1992/005642/06 Sharecode : RNG ISIN: ZAE000008819 NASDAQ trading symbol: RANGY PRELIMINARY REPORT FOR THE YEAR ENDED 31 DECEMBER 2002 RANDGOLD * Profit for year increased substantially * Share price up by 127% year-on-year * Significant increase in value of investment in Randgold Resources * Black Economic Empowerment structure for Minrico CONSOLIDATED INCOME STATEMENT Reviewed Audited year year ended ended 31 Dec 31 Dec R000 2002 2001 - ------------------------------------------------------ Revenue Gold sales 404,064 709,440 Cost and expenses - ------------------------------------------------------ Cash operating costs (116,095) (390,042) Royalties (27,220) (49,330) - ------------------------------------------------------ Total cash costs (143,315) (439,372) - ------------------------------------------------------ Profit from mining activities 260,749 270,068 Interest received 2,822 18,924 Interest expense (40,139) (72,343) Depreciation and amortisation (42,009) (66,808) Exploration and corporate expenditure (75,182) (92,532) Loss on sale of investments (1,493) (11,386) Other 27,077 (60,212) - ------------------------------------------------------ Profit/(loss) on ordinary activities before taxes, equity income and minority interest 131,825 (14,289) Income and mining taxes - (1,016) - ------------------------------------------------------ Profit/(loss) on ordinary activities before equity income and minority interest 131,825 (15,305) Equity income from associates 282,606 - Minority interest (38,594) (54,747) - ------------------------------------------------------ Net profit/(loss) for the period 375,837 (70,052) - ------------------------------------------------------ Ordinary shares in issue (000s) 43,696 41,702 Earnings/(loss) per share (cents) 873 (168) Headline earnings/(loss) per share (cents) 873 (168) Fully diluted earnings/(loss) per share (cents) 865 (168) - ------------------------------------------------------ CONSOLIDATED BALANCE SHEET Reviewed Audited at at 31 Dec 31 Dec R000 2002 2001 - -------------------------------------------------------- ASSETS Current assets Cash and equivalents* 21,279 142,535 Receivables 3,859 202,452 Inventories - 116,721 - -------------------------------------------------------- Total current assets 25,138 461,708 - -------------------------------------------------------- Property, plant, equipment and other long-term assets 14,713 980,190 Investments in associate 495,673 - Investments 148,167 105,482 - -------------------------------------------------------- Total assets 683,691 1,547,380 - -------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities 89,323 385,457 Bank overdraft - 20,463 - -------------------------------------------------------- Total current liabilities 89,323 405,920 - -------------------------------------------------------- Long-term liabilities Provision for post retirement benefits 53,077 53,077 Long-term loans - 684,621 Provision for rehabilitation - 51,993 Loans from outside shareholders - 259,044 Liabilities on financial instruments - 29,375 - -------------------------------------------------------- Total long-term liabilities 53,077 1,078,110 - -------------------------------------------------------- Total liabilities 142,400 1,484,030 - -------------------------------------------------------- Shareholders' equity Share capital 437 417 Share premium 292,929 271,576 Other reserves 659,671 679,662 Accumulated losses (411,746) (787,583) - -------------------------------------------------------- Total shareholders' equity 541,291 164,072 Minority interest - (100,722) - -------------------------------------------------------- Total liabilities and equity 683,691 1,547,380 - -------------------------------------------------------- * Included in cash and equivalents at 31 December 2001 was R53.6 million relating to a debt service reserve account, held in escrow for partial repayment of the Morila project loan. CONSOLIDATED CASH FLOW STATEMENT Reviewed Audited year year ended ended 31 Dec 31 Dec R000 2002 2001 - -------------------------------------------------------- Net cash provided by operations 38,950 319,055 Net cash utilised in investing activities (49,282) (144,302) Net cash utilised in financing activities (90,461) (524,597) - -------------------------------------------------------- Net decrease in cash and cash equivalents (100,793) (349,844) Cash and cash equivalents at beginning of period 122,072 471,916 - -------------------------------------------------------- Cash and cash equivalents at end of period 21,279 122,072 - -------------------------------------------------------- MOVEMENT IN SHAREHOLDERS' EQUITY Reviewed Audited year year ended ended 31 Dec 31 Dec R000 2002 2001 - -------------------------------------------------------- Balance at beginning of period 164,072 26,295 Change in accounting policy - 13,599 - -------------------------------------------------------- Restated balance at beginning of period 164,072 39,894 Share options exercised 21,373 1,584 Other reserves (19,991) 192,646 Net profit/(loss) for the period 375,837 (70,052) - -------------------------------------------------------- Closing balance 541,291 164,072 - -------------------------------------------------------- NET ASSET VALUE Net Asset Value for Randgold & Exploration Company Limited (Unaudited) Market Price value per 31 Dec Units share Percent 2002 DESCRIPTION held R held R000 - ------------------------------------------------------------ Listed investments Durban Roodepoort Deep, Limited 3,500,000 32.80 2.0% 114,800 Western Areas Limited 179,891 44.00 0.2% 7,915 JCI Gold Limited 36,916,300 0.57 2.1% 21,042 JCI Debentures 2,565,600 1.04 1.3% 2,668 Kelgran Limited 2,321,115 0.75 2.7% 1,741 Randgold Resources Limited 13,312,480 125.53 48.2% 1,671,166 - ------------------------------------------------------------ 1,819,332 Other assets 78,745 Liabilities (142,400) - ------------------------------------------------------------ Net assets 1,755,677 - ------------------------------------------------------------ Shares in issue (000) 43,696 NAV per share (cents) 4,018 - ------------------------------------------------------------ COMMENTS Randgold & Exploration has through its substantial holding in Randgold Resources Limited and other gold mining ventures continued to deliver value for its investors over the past year. Following the undertaking to address negative structural issues within the Group, the listing of Randgold Resources on Nasdaq in July 2002 has proven to be highly successful. The increased share liquidity, as well as Randgold Resources' threefold increase in profits year on year, have resulted in its share price more than doubling. This impacted positively on Randgold & Exploration's net asset value, which has doubled from 2,036 cents to 4 018 cents over the year. Its share price increased by 127% year-on-year. The company has also concluded an agreement in terms of which Marothodi Resources Limited, a black empowerment company, will obtain a 26% interest in Minrico Limited, Randgold & Exploration's mineral rights management subsidiary. It is envisaged that Minrico will apply for selected Randgold & Exploration mineral rights under the recently promulgated Minerals and Petroleum Resources Development Act. Both Randgold & Exploration and Marothodi have committed themselves to developing Minrico into a profitable exploration, development and mining company using the extremely successful formula applied to the development of Randgold Resources. Minrico will restrict its activities to the Rand Monetary Region. On the exploration front the joint ventures with Rio Tinto and SouthernEra for diamonds and that with Pan Palladium for platinum group metals are ongoing. Pan Palladium has recently completed a high resolution aeromagnetic survey over the Aurora Project area, the results of which are encouraging. During the fourth quarter a joint venture agreement was entered into with Eurasia Mining plc to explore for platinum group metals on Doornbosch 294 KT in the Eastern Bushveld. At present an environmental management programme is being prepared and it is anticipated that diamond drilling will commence within weeks of the prospecting permit being issued. The terms and conditions of the ABSA loan held by Randgold & Exploration were renegotiated in September 2002. A further R10 million plus outstanding interest of the original R70 million loan have been repaid, leaving an outstanding amount of R30 million, at more favourable rates. The loan, which previously was in place until 31 March 2003, has been extended for a further six months to September 2003. A minimum of R10 million will become compulsorily repayable on 28 March 2003. FINANCIAL REVIEW The results for the year ended 31 December 2002 have been prepared in terms of South African Statements of Generally Accepted Accounting Practice, and in accordance with the Group's accounting policies which are consistent with that of the previous year. These results have been reviewed by our auditors, PricewaterhouseCoopers Inc., and a copy of their report is available for inspection at the Company's registered office. At the time of its listing on Nasdaq in July 2002, Randgold Resources issued 5 million new shares to new shareholders. This resulted in Randgold & Exploration's portion of the total Randgold Resources shareholding reducing from 59% to 48%. From July 2002 Randgold Resources is therefore not consolidated as a subsidiary, but accounted for by the equity method as an associate company. Subsequent to this date profits from Randgold Resources are shown as a single line item in the consolidated income statement. The consolidated results improved substantially from a net loss of R70.1 million for the year ended 31 December 2001 to a net profit of R375.8 million for the year ended 31 December 2002. Earnings per share for the year were R8.73 compared to a loss of R1.68 per share for the year ending 31 December 2001. The increase in profitability is primarily the result of exceptionally high grades mined during the September and December quarters at the Morila Mine in Mali, in which Randgold Resources holds a 40% interest. Profits were further enhanced by the elimination of operating losses from the Syama mine, placed on care and maintenance one year ago, as well as a reduction in financing cost due to substantially lower debt levels in the group. Morila produced 1,052,816 ounces of gold for the year (year to 31 December 2001 : 631,650 ounces), at a total cash cost of US$74 per ounce (year to 31 December 2001 : US$103 per ounce). This achievement ranks Morila, on an annual production basis, among the largest as well as the highest margin producers worldwide. Randgold Resources is currently reviewing a number of proposals received from companies seeking to acquire its shareholding in the Syama mine. The Syama mine is continuing to incur costs related to care and maintenance, as well as rehabilitation work. A segmental analysis of the net profit for the year is set out in a table below. Shareholders are also referred to the announcement published today by Randgold Resources for a more detailed review of results. SEGMENTAL ANALYSIS OF THE NET PROFIT/(LOSS) Corporate, Corporate, explor- explor- ation ation and and Group's other: other: 40% share non-South South Syama of Morila African African mine* mine oper- oper- R000 (Mali) (Mali) ations ations Total - -------------------------------------------------------------------------- YEAR ENDED 31 DECEMBER 2002 a. On an equity accounted basis - -------------------------------------------------------------------------- Gold sales - 404,064 - - 404,064 Total cash cost - (143,315) - (143,315) - -------------------------------------------------------------------------- Cash profit/(loss) - 260,749 - - 260,749 Interest - (12,422) (10,355) (17,362) (40,139) Depreciation - (33,280) (8,667) (61) (42,009) Loss on sale of investment - - - (1,493) (1,493) Exploration and corporate expenditure - (2,095) (61,026) (12,061) (75,182) Other (27,436) (11,648) 1,775 67,207 29,899 - -------------------------------------------------------------------------- Profit/ (loss) before tax, equity income and minority interest (27,436) 201,304 (78,273) 36,230 131,825 Equity income from associate (13,421) 341,938 (45,911) - 282,606 Tax and minority interest 11,323 (83,048) 33,131 - (38,594) - -------------------------------------------------------------------------- Net profit/ loss) (29,534) 460,194 (91,053) 36,230 375,837 - -------------------------------------------------------------------------- b. On a fully consolidated basis ** - -------------------------------------------------------------------------- Gold sales - 1,369,476 - - 1,369,476 Total cash cost - (326,475) - - (326,475) - -------------------------------------------------------------------------- Cash profit/ (loss) - 1,043,001 - - 1,043,001 Interest - (24,706) (14,345) (17,362) (56,413) Depreciation - (74,687) (17,342) (61) (92,090) Loss on sale of investment - - - (1,493) (1,493) Exploration and corporate expenditure - (5,928) (165,064) (12,061) (183,053) Other (59,628) (8,581) 8,408 67,207 7,406 - -------------------------------------------------------------------------- Profit/(loss) before tax, and minority interest (59,628) 929,099 (188,343) 36,230 717,358 Tax and minority interest 30,094 (468,905) 97,290 - (341,521) - -------------------------------------------------------------------------- Net profit/ (loss) (29,534) 460,194 (91,053) 36,230 375,837 - -------------------------------------------------------------------------- **If Randgold Resources would have been consolidated for the whole year. YEAR ENDED 31 DECEMBER 2001 - -------------------------------------------------------------------------- Gold sales 140,979 568,461 - - 709,440 Total cash cost (221,359) (218,013) - - (439,372) - ------------------------------------------------------------------------ Cash profit/ (loss) (80,380) 350,448 - - 270,068 Interest (8,571) (19,343) (6,635) (37,794) (72,343) Depreciation - (62,783) (2,598) (1,427) (66,808) Loss on sale of investment - - - (11,386) (11,386) Exploration and corporate expenditure - 601 (82,700) (10,433) (92,532) Other 34,522 (3,799) 27,330 (99,341) (41,288) - -------------------------------------------------------------------------- Profit/(loss) before tax and minority interest (54,429) 265,124 (64,603) (160,381) (14,289) Tax and minority interest 20,207 (103,375) 27,405 - (55,763) - -------------------------------------------------------------------------- Net profit/ (loss) (34,222) 161,749 (37,198) (160,381) (70,052) - -------------------------------------------------------------------------- * Discontinued operation PROSPECTS Randgold & Exploration will continue its active support of Randgold Resources as an independent, international, return-driven resource company with a gold focus. It is also committed to the development of Minrico into a sustainable New South African resource company in the same way as it successfully sponsored the emergence of successful companies such as Harmony and Durban Roodepoort Deep. Options to broaden the empowerment initiative to the Randgold & Exploration level will be explored as part of the ongoing group restructuring initiatives. R A R Kebble Johannesburg Chairman Registered office : 5 Press Avenue, Selby, 2025, Johannesburg, PO Box 82291, Southdale, 2135, Republic of South Africa, Telephone +27(11) 309-6000, Telefax: +27(11) 837-2396, e-mail : haddond@randgold.co.za Share transfer secretaries : Computershare Services Limited, 70 Marshall Street, Johannesburg, 2001, P.O Box 62391, Marshalltown, 2107, Republic of South Africa, Telephone : 27(11) 370-7700, Telefax +27(11) 836-0792 Depository bank : American Depository Receipts, The Bank of New York, Shareholder Relations Department, 101 Barclay Street, New York, NY 10286, Telephone: 1 (800) 524-4458 Investor and media relations : For further information contact Kathy du Plessis on Telephone +27(11) 728-4701, Telefax +27(11) 728-2547, e-mail : randgold@dpapr.com Website : www.randgold.co.za ------------------ DISCLAIMER: Certain of the statements in this document are forward-looking in nature and are based on certain assumptions which involve risks and uncertainty because they relate to events and depend on circumstances that will occur in the future. Randgold & Exploration undertakes no obligation to update any forward-looking statements. Mining and exploration by its very nature, is a risky business and one in which the producers have little influence over the price of their product. Consequently investors should be mindful of the inherent risks associated with all mineral development projects. -----END PRIVACY-ENHANCED MESSAGE-----