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
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