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Randgold - Transaction With The Afrikander Lease Limited
Randgold & Exploration Company Limited
(Registration number 1992/005642/06)
Nasdaq trading symbol: RANGY
ISIN: ZAE000008819 Share code: RNG
("Randgold")
TRANSACTION WITH THE AFRIKANDER LEASE LIMITED ("AFLEASE")
1. THE TRANSACTION
Randgold has entered into a conditional agreement with Aflease in terms of
which:
* Randgold or its nominee will subscribe for 24 million Aflease shares ("the
initial subscription") and Randgold or its nominee will in addition receive an
American option for a period of three years to subscribe for a further 24
million Aflease shares at 500 cents per share for a combined total consideration
of R82,5 million;
* for 18 months from the date of the initial subscription, Randgold or its
nominee will be entitled to subscribe for a second tranche of 24 million Aflease
shares and Randgold or its nominee will receive a further American option to
subscribe for 24 million Aflease shares at 500 cents per share for a combined
total consideration of R88,5 million; and
* Randgold will make a R15 million short-term facility available to Aflease
which if drawn will be repayable in Aflease shares or in cash.
In summary Randgold will subscribe for 24 million Aflease shares, will have a
right to subscribe for a further 24 million Aflease shares, and will receive
options to subscribe for a maximum of 48 million Aflease shares.
2. RATIONALE FOR THE TRANSACTION
Aflease is in the process of developing a number of exciting gold projects at
its Bonanza South mine in the Klerksdorp area and its Modder East mine on the
East Rand. The proceeds from the initial subscription will enable Aflease to
continue these developments which, when completed, is expected to add
substantial value to Aflease and its shareholders, including Randgold.
The options which Randgold will receive as part of the transaction will enable
it to participate in Aflease"s expected growth over time.
Randgold currently owns 7,3 million Aflease shares (3,5%) and a 75% non-voting
economic participation right in an empowerment structure which owns 23 million
Aflease shares (10,9%).
Based on the assumption that Randgold exercises all its rights to subscribe for
the 96 million Aflease shares, Randgold"s direct shareholding in Aflease would
increase from 3,5% to 33,6% excluding the Aflease shares which may be issued to
implement the Kalgold acquisition.
If Randgold exercise all its rights it will inject a total of R411 million into
Aflease.
Randgold shareholders are referred to the Aflease announcement for further
information.
3. FINANCIAL EFFECTS OF THE TRANSACTION
The cost to Randgold of the initial subscription will be R82,5 million in cash.
Randgold will fund the initial subscription by the issue of Randgold shares
under general authority to issue shares for cash. The initial subscription will
not have a material effect on Randgold"s net asset value or earnings per share.
The financial effects of exercising the options cannot be quantified.
4 CONDITIONS PRECEDENT
The transaction is subject to various shareholder and regulatory approvals
including Aflease shareholders approving the issue of Aflease shares as a
specific issue of shares for cash. In this regard Aflease shareholders owning
40% of the issued capital of Aflease have undertaken to support the transaction.
Johannesburg
12 February 2004
Corporate adviser
NewFound
Attorneys
TABACKS
Sponsor
HSBC
Date: 12/02/2004 03:15:03 PM Produced by the JSE SENS Department
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