-----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, ODObgiNJTNlTEZy/XxrD8KL07g50qfdlnhop76ZiccOBjvzULSQ2Agj3BDst+/5x 26tfWagJbV3G/h/CW9bKag== 0001116679-05-002663.txt : 20051108 0001116679-05-002663.hdr.sgml : 20051108 20051108124317 ACCESSION NUMBER: 0001116679-05-002663 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20051031 FILED AS OF DATE: 20051108 DATE AS OF CHANGE: 20051108 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: 051185491 BUSINESS ADDRESS: STREET 1: PO BOX 82291 CITY: SOUTHDALE 2135 SOUTH STATE: T3 ZIP: 00000 6-K 1 rand6k.htm FOR THE MONTH OF OCTOBER, 2005

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

____________________________

 

REPORT OF FOREIGN PRIVATE ISSUER

 

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of: October 2005

 

000-29150

(Commission File Number)

____________________________

 

Randgold & Exploration Company Limited

(Translation of registrant’s name into English)

 

28 Harrison Street, 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): |_|

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): |_|

Indicate by check mark whether by furnishing the information contained on 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-_____.

 

 

 

 



 

 

On October 31, 2005, Randgold & Exploration Company Limited (“Randgold & Exploration”) issued a notice announcing the postponement of its general meeting previously scheduled for November 15, 2005. A copy of the announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The notice contains forward-looking statements regarding Randgold & Exploration and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

 

On October 31, 2005, Randgold & Exploration issued a media statement announcing the postponement of its general meeting previously scheduled for November 15, 2005. A copy of the media statement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The media statement contains forward-looking statements regarding Randgold & Exploration and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

 

On November 1, 2005, Randgold & Exploration issued an announcement regarding the resignation and appointment of the Company Secretary. A copy of the announcement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

Exhibit

Description

 

 

99.1

Notice, dated October 31, 2005, issued by Randgold & Exploration Company Limited (“Randgold & Exploration”) announcing the postponement of its general meeting previously scheduled for November 15, 2005.

99.2

Media Statement, dated October 31, 2005, issued by Randgold & Exploration announcing the postponement of its general meeting previously scheduled for November 15, 2005.

99.3

Announcement, dated November 1, 2005, issued by Randgold & Exploration regarding the resignation and appointment of the Company Secretary.

 

 



 

SIGNATURE

 

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/ Roger Patrick Pearcey

 

Name: Roger Patrick Pearcey

 

Title: Company Secretary

 

 

 

Date:

November 7, 2005

 

 

 

EX-99 2 ex99-3.htm EX. 99.1

 

 

Exhibit 99.1

 

RANDGOLD & EXPLORATION COMPANY LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1992/005642/06)

Share Code: RNG (suspended) ISIN: ZAE000008819

ADR Ticker Symbol: RANGY

(“Randgold” or “the Company”)

 

NOTICE IS HEREBY GIVEN THAT the General Meeting of the Company scheduled for Tuesday, 15 November 2005, at 10h00 for the purposes and circumstances set out below is hereby postponed until further notice.

 

The meeting was to be held in the Auditorium, Ground Floor, 28 Harrison Street, Johannesburg. The matters to be considered at the meeting were the circumstances and events, insofar as they are currently ascertainable, which gave rise to:

 

1.

the suspension of the listing of the Company’s ordinary shares on the JSE Limited;

2.

the delisting of the Company’s securities on The Nasdaq National Market;

3.

the restructuring of the board of the Company; and

 

4.

the resignation of Messrs Charles Orbach & Co. as the auditors of the Company.

 

The reason for the postponement is that the previously announced forensic audit and internal investigation of the Company and its financial statements is ongoing. The forensic audit and internal investigation are in regard to, amongst other things, those issues specifically earmarked for discussion at the General Meeting. Until this process is complete, the Board believes any such discussion would be premature and not in the best interest of shareholders and could possibly undermine the results of the forensic audit and internal investigation. It is currently anticipated the forensic audit and internal investigation will be completed by end of 2005, after which KPMG will recommence the audit of the financial statements, which will then be published as soon as possible thereafter. There can be no assurance that the results of the forensic audit and internal investigation will not impact the Company’s previously issued financial statements and earnings releases or what any impact will be until the forensic audit and internal investigation are completed. As a result, investors are cautioned to not rely on those prior year financial statements and earnings releases until the forensic audit and internal investigation are completed and the Company has published its audited financial statements for the year ended December 31, 2004.

 

FORWARD-LOOKING STATEMENT DISCLAIMER

Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, business, operations, economic performance, financial condition and trading markets within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, are “forward-looking statements.” This includes, without limitation, those statements concerning the Company’s ability to complete its forensic audit and audited financial statements for the year ended December 31, 2004, the time period for completing its audit and forensic audit and any impact to the Company’s previously released financial statements and preliminary results and its investments, including with respect to RRL, to be reflected in the audited financial statements resulting from the forensic audit and audit. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the ability of the Company, its forensic auditors and its auditors to complete the forensic audit and audit and the outcome of such forensic audit and the audit of the Company’s annual financial statements as of and for the year ended December 31, 2004, the willingness and ability of the Company’s forensic auditors and auditors to issue any opinions, the ability of the Company to implement improved systems to correct its late reporting, JSE Limited’s willingness to lift its suspension of the trading of the Company’s securities on that exchange, the ability to obtain the necessary information with respect to its investments, subsidiaries and associated entities, changes in economic and market conditions, the success of business and operating initiatives, including development of mining operations, changes in regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, business and operational risk management and the risks identified in

 



Item 3 of the Company’s most recent annual report on Form 20-F filed with the SEC and its other filings and submissions with the SEC. All forward-looking statements attributable to the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any changes in expectations, or any change in events or circumstances on which those statements are based, unless otherwise required by law.

 

Johannesburg

31 October 2005

 

Sponsor

Sasfin Corporate Finance

(A division of Sasfin Bank Limited)

 

 

 

 

EX-99 3 ex99-1.htm EX. 99.2

 

 

Exhibit 99.2

 

Media Statement

31 October 2005

 

Randgold & Exploration general meeting delayed

 

Randgold & Exploration Company Limited has announced a postponement “until further notice” of the general meeting scheduled for 15 November 2005.

 

“We regret the delay in providing shareholders with relevant and reliable information, but there is no point in holding a general meeting if we don’t have the answers,“ said Peter Gray, the R&E CEO. “The meeting was called at the request of shareholders. It has become increasingly clear that we would not be able to deal satisfactorily with the issues being raised until the forensic audit is complete.”

 

“In addition, we do not wish to interfere with the integrity of the forensic process by discussing issues prematurely.”

 

Gray said that the forensic audit should be completed by the end of December. The draft financial statements would then be audited by KPMG prior to publication.

 

He said it was “not impossible” that the prior year accounts might be impacted and advised shareholders not to rely on prior year statements until the forensic audit and internal investigation were complete.

 

Statement issued on behalf of Randgold & Exploration Company Limited by Brian Gibson Issue Management (Contact Brian Gibson on 011 880 1510 or 083 253 5988)

 

Note to Editors:

 

Randgold & Exploration announced on 12 October 2005 that the R&E Board would “appoint a forensic auditor to assess the transactions relating to R&E’s direct and indirect shareholding in Randgold Resources Limited and any scrip lending transactions; as well as any other issues identified in the audit and/or by the directors.”

 

According to the notice sent to R&E shareholders on 12 October 2005, the planned general meeting would inform shareholders “of the circumstances and events, insofar as they are currently ascertainable, which gave rise to:

 

The suspension of the listing of the Company ’s ordinary shares on the JSE Limited;

 

The delisting of the Company ’s securities on The Nasdaq National Market;

 

The restructuring of the board of the Company; and

 

The resignation of Messrs Charles Orbach &Co. as the auditors of the Company.”

 

FORWARD-LOOKING STATEMENT DISCLAIMER

Certain statements in this announcement, as well as oral statements that may be made by the Company’s officers, directors or employees acting on its behalf related to such information, contain “forward-looking statements” regarding the Company’s financial reporting, business,

 



operations, economic performance, financial condition and trading markets within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934. All statements, other than statements of historical facts, are “forward-looking statements.” This includes, without limitation, those statements concerning the Company’s ability to complete its forensic audit and audited financial statements for the year ended December 31, 2004, the time period for completing its audit and forensic audit and any impact to the Company’s previously released financial statements and preliminary results and its investments, including with respect to RRL, to be reflected in the audited financial statements resulting from the forensic audit and audit. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. Actual results could differ materially from those implied by or set out in the forward-looking statements. Among other factors, these include the ability of the Company, its forensic auditors and its auditors to complete the forensic audit and audit and the outcome of such forensic audit and the audit of the Company’s annual financial statements as of and for the year ended December 31, 2004, the willingness and ability of the Company’s forensic auditors and auditors to issue any opinions, the ability of the Company to implement improved systems to correct its late reporting, JSE Limited’s willingness to lift its suspension of the trading of the Company’s securities on that exchange, the ability to obtain the necessary information with respect to its investments, subsidiaries and associated entities, changes in economic and market conditions, the success of business and operating initiatives, including development of mining operations, changes in regulatory environment and other government actions, fluctuations in commodity prices and exchange rates, business and operational risk management and the risks identified in Item 3 of the Company’s most recent annual report on Form 20-F filed with the SEC and its other filings and submissions with the SEC. All forward-looking statements attributable to the Company, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements to reflect any changes in expectations, or any change in events or circumstances on which those statements are based, unless otherwise required by law.

 

 

 

EX-99 4 ex99-2.htm EX. 99.3

 

 

Exhibit 99.3

 

RANDGOLD & EXPLORATION COMPANY LIMITED

(Incorporated in the Republic of South Africa)

(Registration number 1992/005642/06)

Share Code: RNG (suspended) ISIN: ZAE000008819

ADR Ticker Symbol: RANGY

(“Randgold” or “the Company”)

 

RESIGNATION AND APPOINTMENT OF COMPANY SECRETARY

In compliance with rule 3.59 of the JSE Limited Listings Requirements, the following information is disclosed:

 

Consolidated Mining Management Services Limited have resigned as Company Secretaries of Randgold with effect from 1 November 2005 and Mr. Roger Patrick Pearcey has been appointed as the Company Secretary on the same date.

 

Johannesburg

1 November 2005

 

Sponsor

Sasfin Corporate Finance

A division of Sasfin Bank Limited

 

 

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