Shareholders are hereby advised that R&E and its former auditor, PricewaterhouseCoopers Incorporated (“PWC”) have concluded a settlement agreement dated 16 April 2014 (“the Settlement Agreement”), in respect of the legal dispute between R&E and PWC arising from PWC’s appointment as R&E’s auditor during the financial period 2000 to 2003 and PWC’s alleged failure to audit R&E properly resulting in losses claimed by R&E which are disputed by PWC (“the Settlement”).

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1. INTRODUCTION

Shareholders are hereby advised that R&E and its former auditor, PricewaterhouseCoopers Incorporated (“PWC”) have concluded a settlement agreement dated 16 April 2014 (“the Settlement Agreement”), in respect of the legal dispute between R&E and PWC arising from PWC’s appointment as R&E’s auditor during the financial period 2000 to 2003 and PWC’s alleged failure to audit R&E properly resulting in losses claimed by R&E which are disputed by PWC (“the Settlement”).

2. DETAILS OF THE SETTLEMENT

2.1. Background information

2.1.1.    On 3 August 2008, R&E instituted a civil action against PWC in the High Court of South Africa (“the Action”), which Action arose as a consequence of PWC’s engagement as R&E’s auditor in respect of the financial period 2000 to 2003.

2.1.2.    Arising from PWC’s alleged failure to properly perform its audit, R&E has, by way of its amended particulars of claim in the Action, claimed damages from PWC as set out therein, contending that in consequence of such alleged audit failures it suffered the damages claimed by it, being the replacement cost of various shares allegedly misappropriated from it and further losses sustained by it in consequence of the misappropriations (“the R&E Claims”).

2.1.3.    For the purposes of the Settlement Agreement, “the R&E Claims” means all and any claims enjoyed by R&E against PWC which arose on or before the signature date of the Settlement Agreement, including any claims which R&E becomes aware of subsequent to the signature date of the Settlement Agreement, in respect of transactions, dealings, conduct and/or acts or omissions which occurred prior to the signature date of the Settlement Agreement, in respect of which R&E enjoys a claim against PWC, whether or not a claim has been instituted against PWC, and incorporating the claims made by R&E against PWC including the capital of, interest incurred on and legal costs in respect of such claims.

2.1.4.    PWC has defended the Action, denying any wrongdoing on its part and that it is liable to R&E in the amount claimed, or at all. PWC has raised a number of defences to the R&E Claims, as set out in its amended plea. For the purposes of the Settlement Agreement, “the PWC Claims” (which are to be settled) means all and any claims enjoyed by PWC against R&E which arose on or before the signature date of the Settlement Agreement, including any claim which PWC becomes aware of subsequent to the signature date of the Settlement Agreement, in respect of transactions, dealings, conduct and/or acts or omissions which occurred prior to the signature date of the Settlement Agreement, in respect of which PWC enjoys a claim against R&E, whether or not a claim has been instituted and includes the capital of, interest incurred on, and legal costs in respect of such claims.

2.1.5.    As at the date of this announcement, the pleadings have closed and the disputes have been referred by R&E and PWC to arbitration (“the Arbitration”), pursuant to the conclusion of an arbitration agreement on 26 July 2013.

2.1.6.    Without any admission of liability or the making of any concessions on the part of either R&E or PWC and purely with a view to avoiding costly litigation and for commercial reasons, R&E and PWC have decided to settle the R&E Claims and the PWC Claims on the basis as provided for in the Settlement Agreement, in terms of which PWC shall make payment to R&E of R150 000 000.00 (one hundred and fifty million rand) (“the Settlement Amount”).

2.2. Conditions precedent

The implementation of the Settlement Agreement is subject to the conditions precedent that:

2.2.1.    R&E procures written irrevocable undertakings from shareholders holding at least 51% (fifty one percent) of the issued ordinary share capital of R&E, within 7 (seven) business days of the signature date of the Settlement Agreement, to vote in favour of the R&E Resolution; and

2.2.2.    R&E shareholders approve and ratify the conclusion and implementation of the Settlement Agreement within 40 (forty) business days of the signature date of the Settlement Agreement, by way of an ordinary resolution requiring 51% (fifty one percent) of R&E shareholders voting in favour of such resolution (“the R&E Resolution”).

2.3. Payment of the Settlement Amount

2.3.1.    PWC shall make payment of the Settlement Amount to R&E within 30 (thirty) days of the closing date of the Settlement Agreement, being the date of fulfilment of the conditions set out in paragraph 2.2 above (“the Closing Date”).

2.3.2.    To the extent that it is determined by the South African Revenue Service that value added tax (“VAT”) is payable on the Settlement Amount, or any portion thereof, PWC shall, over and above the Settlement Amount, pay such VAT as is due to R&E, on presentation of a VAT invoice by R&E to PWC.

2.3.3.    Prior to PWC making payment of the Settlement Amount to R&E, in the event of any person obtaining an order of court in South Africa (including an interim order), prohibiting R&E from adopting the R&E Resolution and/or either or both of R&E and PWC from implementing the Settlement Agreement and such prohibition does not cease to operate within 12 (twelve) months of the Closing Date, either party shall be entitled to resile from the Settlement Agreement, upon giving 5 (five) days written notice to the other party of its intention to do so, in which event the Settlement Agreement shall be of no force or effect and the parties shall be restored to the positions they occupied prior to entering into the Settlement Agreement.

2.4. Effect of the Settlement

2.4.1.    Against payment of the Settlement Amount by PWC to R&E (including any VAT that may be payable thereon):

2.4.1.1.    R&E shall have no further claims against PWC in respect of the R&E Claims, which shall be fully and finally settled;

2.4.1.2.    PWC shall have no further claims against R&E in respect of the PWC Claims, which shall be fully and finally settled;

2.4.1.3.    the R&E Group shall have no claims against PWC, which shall be fully and finally settled; and

2.4.1.4.    the Action and Arbitration shall be at an end.

2.4.2.    For the avoidance of any doubt, the Settlement as contained in the Settlement Agreement is specific to R&E and PWC only, and shall not affect any claims enjoyed by R&E against any third party, which R&E has instituted a claim for, prior to the signature date of the Settlement Agreement.

3. R&E BOARD RATIONALE FOR THE SETTLEMENT

The R&E board (“the Board”) is of the view that the claim against PWC is robust and good progress has been made in preparing for the Arbitration. The Company issued sixteen claims against PWC, amounting to billions of Rands.

The PWC matter is however complex and it is estimated that the arbitration could endure for a lengthy period of time.  Extensive and technical evidence will need to be led in establishing PWC’s alleged audit breaches and the resultant losses to R&E. Litigation is by its very nature uncertain and the Board cannot therefore guarantee a successful outcome in the matter.

Furthermore, the pursuit of the Arbitration requires the commitment of major resources and large legal and forensic expenses. The total legal and forensic expenditure for R&E’s matters for the 2013 financial year amounted to more than 10% of the Group’s NAV. The total legal costs incurred to date relating to the PWC matter amounts to R34 million.

The likelihood of a substantial arbitration award should therefore be weighed against the time it will take to attain an award, the possibility of appeals and the legal and related costs to sustain the process.

The PWC offer of R 150 million (R2.10/share) represents 80% of the Group’s NAV and 99% of its weighted average share price (as quoted on the JSE), which makes the offer significant.

The Board has consistently approached the Company’s recovery process on a commercial basis and has concluded that the Settlement offer of R150 million by PWC is economically attractive and should be proposed to shareholders.

4. PRO FORMA FINANCIAL INFORMATION

The pro forma financial effects set out below have been prepared to assist R&E Shareholders in assessing the impact of the Settlement Amount on the earnings per Share (“EPS”), headline earnings per Share (“HEPS”), net asset value (“NAV”) and tangible net asset value (“TNAV”) per Share. Due to the nature of these pro forma financial effects, they are presented for illustrative purposes only and may not fairly present R&E’s financial position or the results of its operations post the receipt of the Settlement Amount.

The pro forma financial effects have been prepared in terms of the Listings Requirements of the JSE and the Guide on Pro Forma Financial Information issued by the South African Institute of Chartered Accountants. These pro forma financial effects are the responsibility of the Board. The material assumptions are set out in the notes following the table.

Notes and assumptions:

1. The “Audited results prior to the receipt of the Settlement Amount” have been extracted from the audited financial results of R&E for the year ended 31 December 2013.
2. For the purposes of calculating EPS and HEPS it was assumed that the Settlement Amount was received on 1 January 2013.
3. For the purposes of NAV per share and TNAV per share it was assumed that the Settlement Amount was received on 31 December 2013.
4. The proceeds received from the Settlement, being R150 million, are assumed to be invested in a short term call account for the 12 month period earning interest at 5% per annum, being the interest rate current achieved by the Company on cash reserves.
5. Transaction costs of R245 000 relating to the Settlement have been assumed.
6. All adjustments have a continuing effect on the financial results of the Company.

5. DISTRIBUTION OF VOLUNTARY CIRCULAR AND GENERAL MEETING OF R&E SHAREHOLDERS

Shareholders are hereby advised that a voluntary circular setting out the full details of the Settlement, incorporating a notice convening a general meeting, will be distributed to R&E shareholders in due course.

Shareholders are hereby advised that the notice of the general meeting and the relevant details relating to the general meeting will be provided on SENS in due course.

6. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are referred to the cautionary announcement dated 7 April 2014 and are advised that as the details of the Settlement have now been announced, caution is no longer required to be exercised by shareholders when dealing in their securities.

Johannesburg
16 April 2014

Sponsor:
PSG Capital

Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
Registration number: 1992/005642/06
Share code: RNG
ISIN: ZAE000008819
(“R&E” or “the Company”)

Shareholders are hereby advised that the Company has entered into negotiations regarding the potential settlement of certain legal disputes to which the Company is a party, which, if successfully concluded, may have a material effect on the price of the Company’s securities.

Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities until a further announcement is made in this regard.

Johannesburg
9 April 2014

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Shareholders are hereby advised that the Company has entered into negotiations regarding the potential settlement of certain legal disputes to which the Company is a party, which if successfully concluded, may have a material effect on the price of the Company’s securities.

Accordingly, shareholders are advised to exercise caution when dealing in the Company’s securities until a further announcement is made in this regard.

Johannesburg
07 April 2014

Sponsor: PSG Capital

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Commentary

General

The board of R&E is pleased to announce the audited results for the year ended 31 December 2013.
Mr Van Zyl Botha CA(SA), financial director, is responsible for the annual financial statements and these summarised annual results and has supervised the preparation thereof in conjunction with Mrs Mandrie Steyn.

Income

The majority of the income recognised is mainly as a result of settlements and recoveries
of R22 million, the profit on sale of prospecting rights of R1 million and interest earned of R11.4 million on cash investements.

Financial position

R&E is liquid with no interest-bearing debt. R&E’s total assets consist primarily of cash and cash equivalents. R&E had a net asset value per share of R2.61 at 31 December 2013.

Cash flow

R&E started the year under review with a cash and cash equivalent balance of R214 million. Operating activities utilised net cash of R15 million, primarily as a result of interest received of R11 million offsetting cash utilised in operations of R26 million.
Investing activities yielded cash inflows of R2.3 million received, primarily from the proceeds on disposal of prospecting rights of R1.5 million and the net disposal of investments in equity securities of R0.7 million. R&E remains in a healthy cash position with R201 million in cash and cash equivalents at 31 December 2013.

Outlook

The outlook for 2014 is similar to that for the previous year. Expenditure on litigation is expected to be at a similar level, which is likely to prevail until the claims in which
the company is engaged have been finalised. Management will continue to focus on reducing the costs of its operations where possible.

DC Kovarsky
Chairman

Marais Steyn
Chief executive officer

Johannesburg
20 March 2014

Summarised consolidated statement of comprehensive income for the year ended 31 December 2013

Summarised consolidated statement of financial position as at 31 December 2013

Summarised consolidated statement of changes in equity for the year ended 31 December 2013

Summarised consolidated statement of cash flows for the year ended 31 December 2013

Notes to the summarised consolidated financial statements for the year ended 31 December 2013

1. Reporting entity

R&E is a company domiciled and incorporated in the Republic of South Africa. The condensed consolidated annual financial statements of the company for the year ended 31 December 2013 include the company and its subsidiaries (together referred to as “the group”).

2. Basis of preparation

The summarised consolidated financial statements are prepared in accordance with the requirements of the JSE Limited Listings Requirements for abridged reports, and the requirements of the Companies Act applicable to summarised financial statements. The Listings Requirements require abridged reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum, contain the information required by IAS 34 Interim Financial Reporting.

3. Significant accounting policies

The accounting policies applied in the preparation of the consolidated financial statements, from which the summarised consolidated financial statements were derived, are in terms of International Financial Reporting Standards and are consistent with the accounting policies applied in the preparation of the previous consolidated annual financial statements, except
for the revised IAS 19 Employee Benefits that was adopted on 1 January 2013. The impact of IAS 19 on the financial statements is presented in note 10. The accounting policies have been applied consistently by all group entities.

4. Independent audit by the auditor

These summarised consolidated financial statements for the year ended 31 December 2013 have been extracted from the complete set of annual financial statements on which the auditors, KPMG Inc,
have expressed an unqualified audit opinion, dated 20 March 2014. The auditor’s report and annual financial statements, which have been summarised in this report, are available for inspection at the registered office of the company. This abridged report is extracted from audited information, but is not itself audited. The Directors take full responsibility for the preparation of this report and that the financial information has been correctly extracted from the underlying annual financial statements.

5. Segment reporting

The group operates in a single operating segment as an investment holding company with assets in the mining industry.

6. Profit on disposal of prospecting rights

R&E disposed of certain of its prospecting rights which had a R0.4 million carrying value for R1.5 million. R&E has entered into various agreements for the sale of certain of its prospecting rights, with nil carrying values, to third parties. In terms of the agreements, however, there are still a number of conditions precedent outstanding at year-end and as a result the disposals
have not been recognised as yet. The proceeds (and profit) which are expected to be realised from these transactions are R5.9 million.

7. Recoveries

R&E concluded a settlement agreement with Mr Paul Main on 23 March 2012, in terms of which USD4 million was payable by Mr Main to R&E. The settlement relates to the group’s claim against him for damages in respect of 2 million Randgold Resources Limited shares. Shareholders are referred to the announcements made by the company on 30 May 2013, relating to this settlement. R&E recognised the final payment of R22 million received in cash during June 2013.

8. Earnings per share

9. Net asset and tangible net asset value per share

The net asset value per share is calculated using the following variables:

The number of shares outstanding at 31 December 2013 and 31 December 2012 has been adjusted for the 2 999 893 treasury shares held.

10. Material changes

Post-retirement medical benefit obligation

During 2013, R&E concluded settlements with a number of pensioners. The main drivers of the movement in the post-retirement medical obligation are due to the settlements of R19.9 million and actuarial gains of R4 million.

IAS 19 change in accounting policy

11. Related party transactions

There were no related party transactions during the period under review other than in the normal course of business. Key management remuneration for the current year was R4.064
million (2012: R4.792 million).

12. Events after reporting date

There were no significant events between the reporting date and the approval date of these results.

13. Notice of annual general meeting

Shareholders are advised that the annual general meeting of R&E will be held at MW Business Centre, Michelangelo Hotel, Mandela Square, Sandton, at 11:00 on Thursday, 8 May 2014.
A copy of the notice of the annual general meeting incorporating the summarised financial
statements will be distributed to shareholders on 24 March 2014.

The date on which shareholders must be recorded in the Share Register maintained by the
transfer secretaries, for purposes of being entitled to attend and vote at the annual general meeting is Friday, 2 May 2014, with last day to trade being Wednesday, 23 April 2014.

Directors
DC Kovarsky (Chairman)**, M Steyn (CEO)*, V Botha*, P Burton#, JH Scholes** (*Executive, **Independent non-executive, #Appointed 23 May 2013 independent non-executive)

Company secretary
V Botha CA(SA)

Transfer secretaries
Computershare Investor Services (Pty) Ltd
(Registration number 2004/003647/07)
70 Marshall Street, Johannesburg, 2001

Sponsor
PSG Capital
First Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600
24 March 2014

In terms of the Listings Requirements of the JSE Limited, companies are required to publish a trading statement as soon as they become reasonably certain that the financial results for the period to be reported on next will differ by more than 20% from those of the previous corresponding period.

Shareholders are hereby advised that a reasonable degree of certainty exists that the earnings per share for the year ended 31 December 2013 is expected to be between 9 and 11 cents per share (2012: 10 cents). Headline earnings per share is expected to be between 8 and 8.4 cents per share (2012: 2 cents).

The information contained in this trading statement has not been reviewed or reported on by the Company’s external auditors. R&E expects to release its financial results for the year ended 31 December 2013 in due course.

Johannesburg
10 March 2014
Sponsor
PSG Capital

SUMMARISED FINANCIAL HIGHLIGHTS AND COMMENTARY TO THE CONDENSED CONSOLIDATED REVIEWED INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 JUNE 2013

General

The board of R&E is pleased to announce the interim results for the six months ended 30 June 2013.

Income

The majority of the income recognised in the period under review derived from the settlement of a legal claim, profit realised on the disposal of prospecting rights and finance income.

Financial position

R&E is liquid with no interest-bearing debt. R&E’s total assets consist primarily of cash. R&E has a net asset value per share of R2.69 as at 30 June 2013 (which represents an increase of 8.5% from 30 June 2012).

Cash flow

R&E started the period under review with a cash balance of R214 million. Operating activities generated cash of R15.3 million, primarily as a result of the settlement of a legal claim of R19.5 million and interest received of R5.4 million against operating expenses of R14.6 million (which included legal and forensic costs of R8.9 million). Investing activities yielded cash inflows of R1.5 million received from the sale of prospecting rights.

R&E remains in a healthy cash position with R231 million in cash and cash equivalents at 30 June 2013.

Outlook

The outlook for 2013 is similar to that for the previous year. Expenditure on litigation is expected to be at a similar level, which is likely to prevail until the claims the company have initiated are finalised. Management will continue to focus on reducing the operational costs where possible and to maintain liquidity.

This short-form announcement is the responsibility of the directors and is only a summary of the information in the full announcement.

The condensed consolidated reviewed interim financial statements for the six months ended 30 June 2013 were released on SENS on 8 August 2013, and can be found on the company’s website at www.randgoldexp.co.za. Copies of the full announcement may also be requested at the company’s registered office, at no charge, during office hours. Any investment decision should be based on the full announcement published on SENS and on the company’s website.

David Kovarsky
Chairman Chief

Marais Steyn
Executive Officer

Johannesburg
12 August 2013

The summarised financial highlights for the six months ended 30 June 2013 are as follows:

No dividends were declared

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