As Filed with the Securities and Exchange Commission on December 15, 2004.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM F-6
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
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Randgold & Exploration Company Limited
(Exact name of issuer of deposited securities as specified in its charter)
N.A.
(Translation of issuer's name into English)
The Republic of South Africa
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK
(Exact name of depositary as specified in its charter)
One Wall Street, New York, N.Y. 10286
Telephone (212) 495-1784
(Address, including zip code, and telephone number, including area code,
of depositary's principal executive offices)
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The Bank of New York
ADR Division
One Wall Street, 29th Floor
New York, NY 10286
Telephone (212)-495-1784
(Address, including zip code, and telephone number, including area code,
of agent for service)
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on (Date) at (Time)
If a separate statement has been filed to register the deposited shares,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of each class of Amount Proposed maximum Proposed maximum Amount of
Securities to be registered to be registered Aggregate price per unit (1) aggregate offering price (1) registration fee
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American Depositary Shares 25,000,000 $.05 $1,250,000 $158.38
evidenced by American Depositary American
Receipts, each American Depositary Depositary
Share evidencing one ordinary share Shares
of Randgold & Exploration Company
Limited.
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(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of American Depositary Receipts evidencing American Depositary
Shares.
As permitted by Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement also relates to securities registered
under Registration Statement No. 333-6482 previously filed by the Registrant.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall become effective in accordance with Section 8(a) of the Securities Act of
1933 or until the registration statement shall become effective, on such date as
the Commission, acting pursuant to said Section 8(a), may determine.
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The Prospectus consists of the proposed form of American Depositary
Receipt included as Exhibit A to the form of Deposit Agreement filed as Exhibit
(1) to this Registration Statement, which is incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Item 1. Description of the Securities to be Registered
CROSS REFERENCE SHEET
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(1) Name and address of Depositary Introductory Paragraph
(2) Title of American Depositary Receipts and Face of American Depositary Receipt, top center
identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of American Depositary Receipt - upper right
represented by one unit of American corner
Depositary Shares
(ii) The procedure for voting, if any, the Paragraphs (15), (16) and (18)
deposited securities
(iii) The collection and distribution of Paragraphs (12), (13), (15) and (18)
dividends
(iv) The transmission of notices, reports Paragraphs (11), (15), (16), (17) and (18)
and proxy soliciting material
(v) The sale or exercise of rights Paragraphs (13), (14), (15) and (18)
(vi) The deposit or sale of securities Paragraphs (12), (13), (15), (17) and (18)
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termination of Paragraphs (20) and (21)
the Deposit Agreement
(viii) Rights of holders of receipts to Paragraph (11)
inspect the transfer books of the
Depositary and the list of holders
of receipts
(ix) Restrictions upon the right to deposit Paragraphs (2), (3), (4), (5), (6), (8) and (22)
or withdraw the underlying securities
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Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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(x) Limitation upon the liability of the Paragraphs (14), (18), (19) and (21)
Depositary
(3) Fees and Charges Paragraphs (7) and (8)
Item 2. Available Information
Item Number and Caption Location in Form of
----------------------- American Depositary Receipt
Filed Herewith as Prospectus
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2(a) Statement that Randgold & Exploration Paragraph (11)
Company Limited is subject to the
periodic reporting requirements of the
Securities Exchange Act of 1934 and,
accordingly, files certain reports
with the Commission and that such reports
can be inspected by holders of American
Depositary Receipts and copied at public
reference facilities maintained by the
Commission in Washington, D.C.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Exhibits
(1) Form of Deposit Agreement (including the form of American Depositary
Receipt), dated as of March 3, 1997, as Amended and Restated as of November 9,
1998 and as further Amended and Restated as of _______________, 2004, among
Randgold & Exploration Company Limited (the "Issuer"), The Bank of New York, as
Depositary (the "Depositary"), and each Owner and holder from time to time of
American Depositary Receipts ("ADRs") issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as
to the legality of the securities being registered.
Item 4. Undertakings
(a) The Depositary hereby undertakes to make available at the principal
office of the Depositary in the United States, for inspection by holders of the
ADRs, any reports and communications received from the Issuer which are both (1)
received by the Depositary as the holder of the deposited securities and (2)
made generally available to the holders of the underlying securities by the
Issuer.
(b) The Depositary hereby undertakes to notify each registered holder of
an ADR at least thirty days before any change in the fee schedule.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, The Bank of
New York, on behalf of the legal entity created by the Deposit Agreement, dated
as of March 3, 1997, as Amended and Restated as of November 9, 1998 and as
further Amended and Restated as of ____________________, 2004, among Randgold &
Exploration Company Limited, The Bank of New York, as Depositary, and each Owner
and holder of an American Depositary Receipt issued thereunder certifies that it
has reasonable grounds to believe that all the requirements for filing on Form
F-6 are met and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in The City of New York,
State of New York, on December 15, 2004.
By: THE BANK OF NEW YORK,
as Depositary
By: \s\ Vincent J. Cahill, Jr.
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Name: Vincent J. Cahill, Jr.
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, RANDGOLD &
EXPLORATION COMPANY LIMITED has caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized in South Africa on
December 15, 2004.
RANDGOLD & EXPLORATION COMPANY LIMITED
By: \s\ Roger Brett Kebble
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Name: Roger Brett Kebble
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the following persons
in the capacities indicated on December 15, 2004.
Name Title
- ---- -----
\s\ Roger Brett Kebble Chief Executive Officer
- ---------------------------------- (Principal Executive Officer)
Roger Brett Kebble
\s\ Hendrick Christoffel Buitendag Financial Director
- ---------------------------------- (Principal Financial Officer)
Hendrick Christoffel Buitendag
\s\ Gordon Trevlyn Miller Director
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Gordon Trevlyn Miller
\s\ Roger Ainsley Ralph Kebble Chairman
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Roger Ainsley Ralph Kebble
\s\ Motsehoa Brenda Madumise Director
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Motsehoa Brenda Madumise
\s\ Lunga Raymond Ncwana Director
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Lunga Raymond Ncwana
\s\ Andrew Christoffel Nissen Director
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Andrew Christoffel Nissen
\s\ Stephen Tainton Director
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Stephen Tainton
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\s\ Vincent J. Cahill, Jr. Authorized Representative in
- ---------------------------------- the United States
The Bank of New York
By: Vincent J. Cahill, Jr.
Title: Vice President
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INDEX TO EXHIBITS
Exhibit
Number
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(1) Form of Deposit Agreement, dated as of March 3, 1997, as Amended and
Restated as of November 9, 1998 and as further Amended and Restated
as of _______________, 2004, among the Issuer, the Depositary and
each Owner and holder from time to time of ADRs issued thereunder.
(4) Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary,
as to the legality of the securities being registered.
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