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Exchange Act of 1934 (“Exchange Act”), in terms of which the registration of Randgold`s securities in the United States was revoked (“Order”).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.
25 March 2008
(A division of Sasfin Bank Limited)