| Mon 21 Jun 2004, 17:59 | | RANDGOLD - ACQUISITION OF VARIOUS STRATEGIC PROSPE |
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RANDGOLD - ACQUISITION OF VARIOUS STRATEGIC PROSPECTING LICENSES, MINING
LICENSES, AND MINING ASSETS IN ANGOLA
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1992/005642/06)
Share code: RNG ISIN: ZAE000008819
Nasdaq trading symbol: RANGY
(`Randgold`)
ACQUISITION OF VARIOUS STRATEGIC PROSPECTING LICENSES, MINING LICENSES, AND
MINING ASSETS IN ANGOLA
Shareholders are advised that Randgold has acquired the following alluvial
diamond prospecting and mining licenses, together with mining equipment and
assets in Angola (`the acquisitions`) with effect from Wednesday, 23 June 2004
(`the effective date`):
- The Koketso Angola Joint Venture (`Koketso`) - a 24% interest in the
Luxinge alluvial diamond mining license situated in the Lunda Norte
province of Angola from Koketso for the issue of 1 319 000 Randgold
ordinary shares at R18,50 per share; and
- Masupatsela Angola Mining Ventures (Pty) Ltd (`Masupatsela`) - a 20%
interest in the Dando Kwanza alluvial diamond prospecting concession
situated in the BIE province of central Angola from Masupatsela for the
issue of 1 492 000 Randgold ordinary shares at R18,50 per share; and
- Quantum African Mining (Pty) Ltd (`Quantum`) - a 20% interest in the Somba
Sul alluvial diamond prospecting concession situated in the Lunda Sul
province of Angola from Quantum for the issue of 1 373 000 Randgold
ordinary shares at R18,50 per share; and
- Trans Benguela Logistics (Pty) Ltd (`Benguela`) - purchase of mining
equipment and assets (`the assets`) from Benguela for the issue of 1 506
000 Randgold ordinary shares at R18,50 per share.
In terms of the acquisitions Randgold will issue a total of 5 690 000 ordinary
shares to the entities referred to above, at R18,50 per share, for a total of
R105 265 000, which will be listed on the JSE Securities Exchange South Africa
(`the JSE`) on the effective date.
Following the cessation of civil war and the returning of peace and stability to
Angola in 2002, the Angolan diamond mining industry is currently experiencing
high growth and investment. Angola is already a large producer of rough diamonds
in the world and has extensive diamond resources, principally in the North
Eastern and central parts of the country.
The acquisitions are consistent with Randgold`s strategy of acquiring quality
and strategic assets in the mining resource sector, in pursuit of its stated
mission of being a leader in the development of mineral resources on the African
continent. Randgold has been active in evaluating and finalising prospecting and
development of appropriate diamond, gold and base metal projects in Angola,
together with Angolan and South African empowerment partners. The alluvial
properties acquired in terms of the acquisitions, will produce cash flows in the
short term, and additional investments in alluvial and kimberlite properties are
envisaged in the future.
The acquisitions are unconditional and in total are classified as a category 3
transaction in accordance with the JSE Listings Requirements (`the
Requirements`). Randgold has confirmed that the entities are not related parties
in terms of the Requirements.
The pro forma financial effects of the acquisitions on Randgold are presented
below for illustrative purposes only, based on the audited financial statements
of Randgold for the year ended 31 December 2003 and on the assumption that for
balance sheet purposes the acquisitions were effective on 31 December 2003, and
that for income statement purposes, the acquisitions were effective for the year
then ended:
Before(1) After(2) Change
%
Net asset value and tangible asset
value per share (cents) 1 848 1 721 (7,4)
Earnings per share (cents) 367 333 (10,2)
Headline loss per share (cents) (12) (11) (9,1)
Number of shares in issue 55 280 785 60 970 785 9,3
Notes:
(1) Extracted from the audited financial statements of Randgold for the year
ended 31 December 2003.
(2) For balance sheet purposes, the total purchase consideration has been
attributed to the prospecting, mining licenses and mining assets of the
entities. For income statement purposes and pending completion of the start
up programme, the entities will not be income producing and the
acquisitions will thus be earnings dilutionary. On reaching full
production, the acquisitions should enhance Randgold`s earnings per share.
Johannesburg
21 June 2004
Corporate adviser
Newfound
Legal adviser
Tabacks
Lead sponsor
Sasfin
Corporate Finance
A division of Sasfin Bank Limited
Joint sponsor
HSBC
