| Thu 22 Sep 2005, 7:58 | | Randgold - Media Statement |
|
Randgold - Media Statement
RANDGOLD & EXPLORATION COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1992/005642/06)
Share code: RNG (suspended) & ISIN: ZAE000008819
Nasdaq trading symbol: RANGY
(`Randgold`)
Media Statement
RANDGOLD & EXPLORATION COMPANY LIMITED (R&E) has announced that KPMG is to take
over the audit for the financial year ended 31 December 2004, subject to
completing certain client acceptance procedures. This follows the resignation
of Charles Orbach & Co.
The company has advised that the publication of audited results, originally
targeted for 30 September 2005, would therefore be further delayed and would now
be published `as soon as is practicably possible`.
R&E shares are suspended on the JSE pending publication of the audited financial
results.
The company also advised that it had received notice from Nasdaq that its
securities would be delisted on September 21, 2005 because it had not yet filed
its Form 20-F, completion of which was dependent on the audited year end
accounts.
Newly appointed R&E CEO, Peter Gray, regretted the delay but said it was
imperative to publish `precise and accurate numbers`.
As it was now anticipated that the preliminary year-end results released
previously would reflect material differences compared to the audited
statements, the preliminary results had also been withdrawn and should not be
relied upon by investors.
`Closer inspection of the preliminary results suggests that the accounting
treatments deserve further attention. Randgold Resources Limited was accounted
for on the equity method. As a result of the scrip lending arrangement entered
into by R&E, R&E does not currently believe that significant influence over RRL
can be demonstrated. The method of accounting for the investment in RRL is
therefore expected to be changed to one of fair value in accordance with AC133.`
Furthermore, the audited financial statements of R&E subsidiary, Kabusha,
revealed that a significant portion of its listed investments were disposed
during the year ended 31 December 2004. This differed substantially from the
preliminary statements used as input on the R&E accounts. In addition, the
payment by JCI Ltd of approximately R70 million owed by Kabusha to Benoryn for
Aflease shares was not reflected in preliminary Kabusha results.
Other changes related to the fair value adjustments on listed investments and a
more conservative approach expected to be adopted on the Angolan assets,
resulting in the impairment of these assets.
The total impact on, and the period of time to complete, the Group`s audited
financial statements cannot be known until the audit is completed by the Group`s
auditors, and the Company`s Audit Committee and Board complete their
deliberation thereof.
Gray said the company was examining other trading alternatives for its
securities in the United States, including Over-the Counter (`OTC`) trading.
(For additional information, investors should refer to the SENS Announcement
filed with the JSE Limited on 22 September 2005 and which will be submitted to
the U.S. Securities and Exchange Commission under cover of Form 6-K.)
FORWARD-LOOKING STATEMENT DISCLAIMER
Certain statements in this announcement, as well as oral statements that may be
made by the Company`s officers, directors or employees acting on its behalf
related to such information, contain `forward-looking statements` regarding the
Company`s financial reporting, business, operations, economic performance,
financial condition and trading markets within the meaning of the U.S. Private
Securities Litigation Reform Act of 1995, specifically Section 27A of the U.S.
Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of
1934. All statements, other than statements of historical facts, are `forward-
looking statements.` This includes those statements concerning the Company`s
ability to retain new auditors and complete its audited financial statements for
the year ended December 31, 2004, the time period for completing its audit and
the impact of the changes to the Company`s preliminary results to be reflected
in the audited financial statements, the Company`s decision whether or not to
appeal the notice of delisting from The Nasdaq National Market and the outcome
of any such appeal, whether the Company will determine to seek or will be
successful in seeking any other trading alternative for its securities in the
United States, the economic outlook for the mining industry, expectations
regarding commodity prices, the completion and commencement of commercial
operations of certain of the Company`s exploration and production investments,
its liquidity, capital resources and expenditures. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to be
correct. Actual results could differ materially from those implied by or set out
in the forward-looking statements. Among other factors, these include the
willingness of a new auditor to accept an audit engagement with the Company, the
ability of any new auditors to complete the audit and the outcome of any such
audit the Company`s annual financial statements as of and for the year ended
December 31, 2004, the outcome of any appeal of the delisting to The Nasdaq
National Market that the Company may make, the ability of the Company to obtain
any other trading alternative for the Company`s securities in the United States,
the ability of the Company to implement improved systems to correct its late
reporting, the JSE Securities Exchange South Africa`s willingness to lift its
suspension of the trading of the Company`s securities on that exchange, the
ability to obtain the necessary information with respect to its investments,
subsidiaries and associated entities, changes in economic and market conditions,
the success of business and operating initiatives, including development of
mining operations, changes in regulatory environment and other government
actions, fluctuations in commodity prices and exchange rates, business and
operational risk management and the risks identified in Item 3 of the Company`s
most recent annual report on Form 20-F filed with the SEC and its other filings
and submissions with the SEC. All forward-looking statements attributable to the
Company, or persons acting on its behalf, are qualified in their entirety by
these cautionary statements. The Company expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking statements to
reflect any changes in expectations, or any change in events or circumstances on
which those statements are based, unless otherwise required by law.
Media Statement issue on behalf of Randgold & Exploration Company Limited by
Brian Gibson Issue Management.
Contact Brian Gibson on 011 880 1510 or 083 253 5988
Date: 22/09/2005 07:06:05 AM
