| Tue 25 Mar 2008, 14:40 | | RNG - Randgold & Exploration Company - Randgold announces deregistration |
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RNG
RNG
RNG - Randgold & Exploration Company - Randgold announces deregistration
of U.S. securities
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG
ISIN: ZAE000008819 (Suspended)
Nasdaq trading symbol: RANGY (delisted)
ADR ticker symbol: RNG
("Randgold" or "the Company")
Randgold Announces Deregistration of U.S. Securities
On 24 march 2008, the Securities and Exchange Commission ("SEC") issued an order
pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange
Act"), in terms of which the registration of Randgold`s securities in the United
States was revoked ("Order"). Without admitting or denying the substantive
allegations in the Order, Randgold submitted an offer of settlement to the SEC,
which the SEC accepted.
As set forth in the Order, Randgold`s ordinary shares and its American
Depositary Shares ("ADSs") have been registered under Section 12(g) of the
Exchange Act since 1997. Randgold`s ordinary shares were traded on the JSE
Limited, a South African securities exchange, until they were suspended on
August 1, 2005, for failure to timely complete audited financial statements.
Randgold`s American Depositary Receipts ("ADRs") were traded on the NASDAQ
National Market until they were delisted on September 21, 2005, as a result of
Randgold`s failure to file a Form 20-F with the SEC for the year ended December
31, 2004. Randgold`s ADRs were then quoted and traded on the "Pink Sheets."
As further set forth in the Order, Randgold failed to comply with Section 13(a)
of the Exchange Act and Rule 13a-1 thereunder, while its ordinary shares and
ADSs were registered with the SEC, in that Randgold has not filed an Annual
Report on Form 20-F since July 15, 2004 (as amended on April 4, 2005). As
Randgold has previously disclosed, Randgold has been unable to prepare financial
statements as a result of the alleged frauds and misappropriations that have
occurred and the uncertainty surrounding the resolution of the claims between
Randgold and JCI Limited ("JCI"). As a result, Randgold announced on April 23,
2007 its intention, with the support of the Mediators to its mediation with JCI,
to make a proposal to JCI, that JCI and its shareholders conclude a scheme of
arrangement, which if implemented, will result in JCI becoming a wholly owned
subsidiary of Randgold.
As a result of the issuance of the Order by the SEC, no member of a national
securities exchange, broker, or dealer may make use of the mails or any means or
instrumentality of interstate commerce to effect any transaction in, or to
induce the purchase or sale of, Randgold`s ordinary shares and ADSs in the
United States.
Randgold intends to update ADR holders shortly about the practical implications
of the Order.
25th March 2008
Johannesburg
Sponsor
Sasfin Capital
A division of Sasfin Bank Limited
Date: 25/03/2008 14:40:12 Produced by the JSE SENS Department.
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