-----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, GmNbvA11ktSL6DMWQPw7MWeC/8YapxWmjhcxE1p9XHB0M7p7jwknlph9kD3GK2ty v9hwlGHpAtC0ghXm9nVwaQ== 0000950136-03-001814.txt : 20030728 0000950136-03-001814.hdr.sgml : 20030728 20030728123637 ACCESSION NUMBER: 0000950136-03-001814 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030731 FILED AS OF DATE: 20030728 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: 03805363 BUSINESS ADDRESS: STREET 1: PO BOX 82291 CITY: SOUTHDALE 2135 SOUTH STATE: T3 ZIP: 00000 6-K 1 file001.txt FORM 6-K 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 July 2003 (Fifth Filing) 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 July 2003, and incorporated by reference herein, is: Exhibit No. Description - ----------- ----------- 1. Press Release entitled "Empowerment Partnership with Phikoloso Mining (Proprietary) Limited", dated July 25, 2003. 2. Press Release entitled "Major Mining Empowerment Deal Secured", dated July 28, 2003. 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: July 28, 2003 EX-99.1 3 file002.txt PRESS RELEASE DATED JULY 25, 2003 Randgold & Exploration Company Limited Reg No 1992/005642/06 Sharecode : RNG ISIN: ZAE000008819 NASDAQ trading symbol: RANGY "Randgold & Exploration" EMPOWERMENT PARTNERSHIP WITH PHIKOLOSO MINING (PROPRIETARY) LIMITED ("Phikoloso") 1. THE EMPOWERMENT TRANSACTION Further to the cautionary announcement dated 24 July 2003, shareholders are advised that Randgold & Exploration has entered into an empowerment partnership with Phikoloso in terms of which it has acquired the entire issued share capital of, and all shareholders' claims on loan account against Viking Pony Properties 359 (Proprietary) Limited ("VPP") in exchange for the issue of 8 800 000 new Randgold & Exploration shares, equivalent to 19.7% of Randgold & Exploration's issued share capital ("the transaction"). Phikoloso holds the entire issued share capital of Equitrant Trading (Proprietary) Limited which in turn owns the entire issued share capital of VPH. Based on the closing market price of a Randgold & Exploration share on the JSE Securities Exchange South Africa on 24 July 2003, being the last practicable trading date before the finalisation of this announcement ("the trading date"), the purchase consideration amounts to R268 million. There are no conditions precedent to the transaction. The assets of VPP comprise 0.2 million Anglo Platinum shares, 0.3 million Harmony Gold shares and 7.3 million Afrikander Lease shares, as well as a participation in Kabusha Mining and Finance, which holds 23 million shares in Afrikander Lease. Based on the market price of the respective companies on the last trading date, such holdings have an aggregate market value of R235 million. 2. RATIONALE FOR THE TRANSACTION The transaction establishes a strategic empowerment partnership between Randgold & Exploration and Phikoloso, a broad based empowerment group, which includes the following members: * Ituseng Mining, headed by Lunga Ncwana, a fully fledged Black Empowerment Enterprise ("BEE") investment vehicle with substantial property, mineral and financial services interests; * Lembede Mining, headed by Songezo Mjongile, a diversified investment company formed by the South African Youth Development Trust; * New Line Investments, headed by Chris Nissen, chair of the Cape Chamber of Commerce; * Marothodi Resources, an empowerment mining group headed by Thelma Mathamelo, which already holds a 26% stake in Randgold & Exploration's mineral rights business, Minrico; * Ikamva, an empowerment company headed by Sharif Pandor, which has interests in platinum and holds mineral rights; * Leswikeng, headed by Herman Mashaba, a BEE company with diversified interests; * Innovage, headed by Dennis Mashabela, a BEE company with diversified interests; * Qaqambile Capital Holdings headed by Khanyisa Magwensthu, a group of black mining professionals; and two women's empowerment groupings: * Khomelela, formed by a group of professional women with skills in information technology, project finance, law, management consulting and corporate finance, and headed by Brenda Madumise; and * Dyambu, a broad-based women's empowerment company, headed by Hilda Ndude, with investments in telecommunications, property and construction. The empowerment initiative will form the foundation from which Randgold & Exploration will drive the development of a new South African mining company which has as its mission to become the leader in the discovery and development of mineral resources now fully aligned with the principles and requirements of the South African Mining Charter and the South African Mineral and Petroleum Resources Development Act. 3. RECONSTITUTION OF BOARD OF DIRECTORS With effect from 28 July 2003, the Randgold & Exploration board will be reconstituted under chairman Roger Kebble to include Lunga Ncwana, who heads Ituseng Mining, Chris Nissen, head of New Line Investments and chairman of the Cape Chamber of Commerce, Advocate Brenda Madumise, head of the women's empowerment group Khomelela; and JCI chief executive Brett Kebble. Grant Fischer has resigned and Hennie Buitendag and David Ashworth will remain on the board. It is intended that Phikoloso will propose a chairman to replace Roger Kebble as soon as Phikoloso is able to increase its stake to 26% of the issued share capital. 4. FINANCIAL EFFECTS OF THE TRANSACTION The pro forma financial effects of the transaction on Randgold & Exploration are presented below for illustrative purposes only and are based on the audited financial statements of Randgold & Exploration for the year ended December 2002. Before After Change (%) Net asset value per share 1253 (1) 1554 (2) 24.0 Net tangible asset value per share 1253 (1) 1490 (2) 18.9 Headline earnings and earnings per share 895 (1) 752 (3) (16.0) Net fair asset value per share 4057 (1) 3888 (2) (4.2) Notes: (1) Extracted from the audited financial statements of Randgold & Exploration for the year ended 31 December 2002. (2) Based on the aggregate market value of the portfolio of R235 million and the purchase consideration of R268 million illustrated above, goodwill of R34 million would have arisen on the transaction. (3) Based on dividends declared by the companies comprising the portfolio for their respective last financial year ends. Johannesburg 25 July 2003 Corporate adviser NEWFOUND Attorneys Tabacks Sponsor HSBC EX-99.2 4 file003.txt PRESS RELEASE DATED JULY 28, 2003 Randgold & Exploration Company Limited Reg No 1992/005642/06 Sharecode: RNG ISIN: ZAE000008819 NASDAQ trading symbol: RANGY For immediate release - --------------------- MAJOR MINING EMPOWERMENT DEAL SECURED Johannesburg, 28 July 2003 - Randgold & Exploration Company Limited (JSE: RNG) (NASDAQ: RANGY) has entered into a partnership with the broad-based empowerment consortium Phikoloso Mining in one of the most significant Black Economic Empowerment (BEE) ventures in the mining industry to date. (Note to editors: see Phikoloso Mining profile.) Randgold & Exploration is to issue 8.8 million new ordinary shares, valued at some R268 million, to Phikoloso Mining which in return will transfer its mining-related assets to Randgold & Exploration. Following this transaction, Phikoloso Mining will hold a 17%(fully diluted) interest in Randgold & Exploration. Among the assets Randgold & Exploration will acquire through this process are holdings in Anglo Platinum, Harmony Gold and Afrikander Lease, as well as a participation in Kabusha Mining and Finance, which owns 23 million shares in Afrikander Lease. The Randgold & Exploration board is to be reconstituted under chairman Roger Kebble to include Lunga Ncwana, who heads Ituseng Mining; Chris Nissen, head of New Line Investments and chairman of the Cape Chamber of Commerce; Advocate Brenda Madumise, head of the women's empowerment group Khomelela; and JCI chief executive Brett Kebble. Grant Fischer has resigned and Hennie Buitendag and David Ashworth will remain on the Board. "This deal provides Phikoloso Mining with a unique opportunity for significant, genuine and sustainable BEE participation in the mining industry," Ncwana said today. "It gives us a stake in Randgold & Exploration's highly successful international gold business, Randgold Resources, and in the upside of its South African operation, Minrico. Equally importantly, the wide range of technical skills available from Mark Bristow and his team at Randgold Resources, Roger Kebble's mentoring role and Brett Kebble"s dealmaking and financing expertise, will support the optimal development of the resource opportunities and future deals Phikoloso Mining will be bringing to Randgold & Exploration." Brett Kebble said the transaction opened the way for Randgold to become the vehicle for all JCI's mining interests, with JCI focusing on its empowerment financing objectives. "It creates a true New South African resource business, aligned with the principles of the New Partnership for Africa's Development (Nepad) as well as the requirements of the Mining Charter. Randgold & Exploration is fully committed to the successful transformation of the South African mining industry through black economic partnerships and initiatives," he said. Randgold & Exploration recently also concluded a deal in which it gave Marothodi Resources - now a member of the Phikoloso consortium - a 26% stake in its mineral rights management company Minrico, currently being developed into a fully fledged exploration business. Kebble said it was intended to increase the BEE equity stake in Randgold to 26% over time, in order to fully meet the requirements of the Mining Charter. Following the issue of the 8.8 million shares, the largest shareholder group in Randgold & Exploration remains the US ADR holders, with 27.74% of the equity (currently 33.71%). JCI will hold 18.33% (22.28%). For further information please call: Roger Kebble Chairman Randgold & Exploration +27(11) 309-6036 +27(0) 83-444-3030(cell) Lungu Ncwana Chairman Phikoloso +27(0) 82-458-4572(cell) Brett Kebble CEO JCI, director Randgold & Exploration +27(0) 83-633-1803(cell) ********** PHIKOLOSO MINING PROFILE: Phikoloso Mining (Pty) Ltd is a broad-based empowerment group, which includes * Ituseng Mining, headed by Lunga Ncwana, a fully fledged BEE investment vehicle with substantial property, mineral and financial services interests; * Lembede Mining, headed by Songezo Mjongile, a diversified investment company formed by the South African Youth Development Trust; * New Line Investments, headed by Chris Nissen, chairman of the Cape Chamber of Commerce; * Marothodi Resources, an empowerment mining group headed by Thelma Mathamelo, which already holds a substantial stake in RG&E's mineral rights business Minrico; * Ikamva, an empowerment company headed by Sharif Pandor, which has interests in platinum and holds mineral rights; * Leswikeng, headed by Herman Mashaba, a BEE company with diversified interests; * Innovage, headed by Dennis Mashabela, a BEE company with diversified interests; * Qaqambile Capital Holdings, a group of black mining professionals headed by Khanyisa Magwentshu; and two women's empowerment groupings, * Khomelela, formed by a group of professional women with skills in information technology, project finance, law, management consulting and corporate finance, and headed by Brenda Madumise; and * Dyambu, a broad-based women's empowerment company, headed by Hilda Ndude, with investments in telecommunications, property and construction. ********** Issued on behalf of Randgold & Exploration Company Limited and Phikoloso Mining (Pty) Ltd. Contacts: Randgold Investor & Media relations Kathy du Plessis +27(11) 728-4701 / +27(0) 83-266-5847 randgold@dpapr.com - ------------------ www.randgold.co.za - ------------------ and Spin Media (for Phikoloso) Gugu Msibi +27(11) 268-5790 / +27(0) 83-288-0320 ********** DISCLAIMER: Statements made in this release with respect to Randgold & Exploration's current plans, estimates, strategies and beliefs and other statements that are not historical facts are forward-looking statements about the future performance of Randgold & Exploration. These statements are based on management's assumptions and beliefs in light of the information currently available to it. Randgold & Exploration cautions you that a number of important risks and uncertainties could cause actual results to differ materially from those discussed in the forward-looking statements, and therefore you should not place undue reliance on them. Randgold & Exploration assumes no obligation to update information in this release. -----END PRIVACY-ENHANCED MESSAGE-----