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: July 2007
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 ý 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 ý
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____.
Randgold & Exploration Company Limited (“Randgold & Exploration”) and JCI Limited (“JCI”) issued a joint announcement dated July 20, 2007, updating Randgold & Exploration and JCI shareholders on the proposed merger of JCI and Randgold & Exploration in terms of written submissions received from interested parties by the Executive Director of the Securities Regulation Panel. A copy of the joint announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Randgold & Exploration and JCI issued a joint announcement dated July 27, 2007, in which they announce that they have reached agreement with Gold Fields Limited in terms of which they will relinquish rights which they have contiguous to the South Deep gold mine, for a total consideration of R400 million (excluding value added tax) to Western Areas Limited. Randgold & Exploration’s and JCI’s indirect interest in the consideration will be R218 million and R182 million respectively. Randgold & Exploration and JCI further renewed the cautionary announcement published on SENS on 11 June 2007, advising shareholders to continue to exercise caution when trading in their shares over-the-counter. A copy of the joint announcement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The joint announcement contains forward-looking statements regarding Randgold & Exploration and JCI and includes cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
Special Note Regarding Forward-Looking Statements
Certain statements in the exhibit incorporated by reference herein, as well as oral statements that may be made by the officers, directors or employees of each of Randgold & Exploration or JCI acting on its behalf relating to such information, contain "forward-looking statements" 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”. These include, without limitation, those statements concerning the completion of the relinquishment by R&E, JCI and certain of their subsidiaries of certain contiguous rights to Western Areas Limited; the value of the net assets of Randgold & Exploration and JCI; the ability of the companies to successfully consummate a merger that is approved by the shareholders and is acceptable to the necessary governmental authorities, the fraud and misappropriation that are alleged to have occurred and the time periods affected thereby; the ability of Randgold & Exploration and JCI to recover any misappropriated assets and investments; the outcome of any proceedings on behalf of, or against Randgold & Exploration or JCI; the ability of each of Randgold & Exploration and JCI to complete its forensic investigation and prepare audited financial statements; the time period for completing the forensic investigation and audited financial statements; the amount of any claims Randgold & Exploration is or is not able to recover against others, including JCI, and the success of its mediation with JCI; the likelihood and economic parameters of any merger arrangement between JCI and Randgold & Exploration; and the ultimate impact on the previously released financial statements and results, assets and investments, including with respect to Randgold Resources Limited, business, operations, economic performance, financial condition, outlook and trading markets of Randgold & Exploration and JCI. Although Randgold & Exploration and JCI believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct, particularly in light of the extent of the alleged frauds and misappropriations uncovered to date. Actual results could differ materially from those implied by or set out in the forward-looking statements.
Among other factors, these include the inherent difficulties and uncertainties in ascertaining the values of the net assets of the companies, particularly in light of the absence of any independent valuations, the existence of any unknown liabilities, the willingness of any governmental authority to sanction any merger in light of the absence of independent valuations or otherwise; the extent, magnitude and scope of any fraud and misappropriation that may be ultimately determined to have occurred and the time periods and facts related theretofollowing the completion of the forensic investigation and any other investigations that may be commenced and the ultimate outcome of such forensic investigation; the ability of Randgold & Exploration to successfully assert any claims it may have against other parties for fraud or misappropriation of Randgold & Exploration assets or otherwise and the solvency of any such parties, including JCI; the determinations of the mediators and acceptance of any such determinations by the shareholders of Randgold & Exploration and JCI; the ability of Randgold & Exploration to defend successfully any counterclaims or proceedings against it; the ability of each of Randgold & Exploration and JCI and the forensic investigators to obtain the necessary information with respect to the transactions, assets, investments, subsidiaries and associated entities of Randgold & Exploration and JCI to complete the forensic investigation and prepare audited financial statements; the willingness and ability of the forensic investigators
and auditors to issue any final opinions with respect thereto; the ability of Randgold & Exploration to implement improved systems and to correct its late reporting; the JSE Limited's willingness to lift its suspension of the trading of Randgold & Exploration's securities on that exchange; changes in economic and market conditions; fluctuations in commodity prices and exchange rates; the success of any business and operating initiatives, including any mining rights; changes in the regulatory environment and other government actions; business and operational risk management; other matters not yet known to Randgold & Exploration or JCI or not currently considered material by Randgold & Exploration or JCI; and the risks identified in Item 3 of Randgold & Exploration'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 Randgold & Exploration, or persons acting on its behalf, are qualified in their entirety by these cautionary statements. Randgold & Exploration expressly disclaims any obligation to release publicly any update 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.
Exhibit Description
| 99.1 | Joint announcement, issued by Randgold & Exploration Company Limited (“Randgold & Exploration”) and JCI Limited (“JCI”), dated July 20, 2007, updating Randgold & Exploration and JCI shareholders on the proposed merger of JCI and Randgold & Exploration in terms of written submissions received from interested parties by the Executive Director of the Securities Regulation Panel. |
| | |
| 99.2 | Joint announcement, issued by Randgold & Exploration Company Limited (“Randgold & Exploration”) and JCI Limited (“JCI”), dated July 27, 2007, in which they announce that they have reached agreement with Gold Fields Limited in terms of which they will relinquish rights which they have contiguous to the South Deep gold mine, for a total consideration of R400 million (excluding value added tax) to Western Areas Limited. Randgold & Exploration’s and JCI’s indirect interest in the consideration will be R218 million and R182 million respectively. Randgold & Exploration and JCI further renewed the cautionary announcement published on SENS on 11 June 2007, advising shareholders to continue to exercise caution when trading in their shares over-the-counter. |
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: July 30, 2007
