UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the month of December 2018 (third filing)
Commission File Number: 0-49888
Randgold Resources Limited
(Translation of registrant’s name into English)
3rd Floor, Unity Chambers, 28 Halkett Street, St Helier, Jersey JE2 4WJ, Channel Islands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x | Form 40-F ¨ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's “home country”), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Attached to the Registrant’s Form 6-K filing for the month of December 2018, and incorporated by reference herein, is:
Exhibit No. | Description | |
99.1 | Release, dated December 20, 2018 entitled “TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES.” | |
99.2 | Release, dated December 20, 2018 entitled “VESTING OF DIRECTORS’ AWARDS UNDER THE RANDGOLD RESOURCES LIMITED CO-INVESTMENT PLAN AND THE RANDGOLD RESOURCES LIMITED RESTRICTED SHARE SCHEME.” |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
RANDGOLD RESOURCES LIMITED | ||
By: | /s/ Martin Welsh* | |
Martin Welsh | ||
General Counsel and Secretary | ||
Dated: December 21, 2018 |
*This filing has been signed by the undersigned Attorney-in-Fact pursuant to the power of attorney filed heretofore.
/s/ Manuel G. R. Rivera | |
Manuel G. R. Rivera | |
Attorney-in-Fact |
Exhibit 99.1
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
NASDAQ Trading Symbol: GOLD
("Randgold Resources" or the "Company")
Jersey, Channel Islands, 20 December 2018
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | |
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Randgold Resources Limited |
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | |
Non-UK issuer | x |
2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | |
An acquisition or disposal of voting rights | |
An acquisition or disposal of financial instruments | x |
An event changing the breakdown of voting rights | |
Other (please specify)iii: |
3. Details of person subject to the notification obligationiv | |
Name | BlackRock, Inc. |
City and country of registered office (if applicable) | Wilmington, DE, USA |
4. Full name of shareholder(s) (if different from 3.)v | |
Name | |
City and country of registered office (if applicable) | |
5. Date on which the threshold was crossed or reachedvi: | 18/12/2018 |
6. Date on which issuer notified (DD/MM/YYYY): | 19/12/2018 |
7. Total positions of person(s) subject to the notification obligation |
%
of voting rights attached to shares (total of 8. A) |
%
of voting rights through financial instruments (total of 8.B 1 + 8.B 2) |
Total
of both in % (8.A + 8.B) |
Total
number of voting rights of issuervii | |
Resulting situation on the date on which threshold was crossed or reached | 6.94% | 9.77% | 16.71% | 95,246,378 |
Position of previous notification (if applicable) | 6.03% | 10.57% | 16.60% |
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | ||||
A: Voting rights attached to shares | ||||
Class/type of shares ISIN code (if possible) |
Number of voting rightsix | % of voting rights | ||
Direct (Art 9 of Directive |
Indirect (Art 10 of Directive 2004/109/EC) |
Direct (Art 9 of Directive |
Indirect (Art 10 of | |
GB00B01C3S32 | 6,613,556 | 6.94% |
SUBTOTAL 8. A | 6,613,556 | 6.94% |
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | ||||
Type of financial instrument | Expiration datex |
Exercise/
Conversion Periodxi |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights |
Securities Lending | 615,497 | 0.64% | ||
American Depository Receipt | 8,691,048 | 9.12% | ||
SUBTOTAL 8. B 1 | 9,306,545 | 9.77% |
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||
Type of financial instrument |
Expiration datex |
Exercise/ Conversion Period xi |
Physical or cash settlementxii |
Number of voting rights |
% of voting rights |
SUBTOTAL 8.B.2 |
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) | |
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | |
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) |
x |
Namexv | % of voting rights if it equals or is higher than the notifiable threshold |
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold |
Total
of both if it equals or is higher than the notifiable threshold |
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock Holdco 4, LLC | |||
BlackRock Holdco 6, LLC | |||
BlackRock Delaware Holdings Inc. | |||
BlackRock Fund Advisors | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock Capital Holdings, Inc. | |||
BlackRock Advisors, LLC | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. |
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. | |||
BlackRock (Singapore) Holdco Pte. Ltd. | |||
BlackRock HK Holdco Limited | |||
BlackRock Lux Finco S.a.r.l. | |||
BlackRock Trident Holding Company Limited | |||
BlackRock Japan Holdings GK | |||
BlackRock Japan Co., Ltd. | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. | |||
BlackRock Holdco 3, LLC | |||
BlackRock Cayman 1 LP | |||
BlackRock Cayman West Bay Finco Limited | |||
BlackRock Cayman West Bay IV Limited | |||
BlackRock Group Limited | |||
BlackRock Finance Europe Limited | |||
BlackRock Investment Management (UK) Limited | 1.92% | 8.11% | 10.04% |
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock Holdco 4, LLC | |||
BlackRock Holdco 6, LLC | |||
BlackRock Delaware Holdings Inc. | |||
BlackRock Institutional Trust Company, National Association | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. | |||
BlackRock Australia Holdco Pty. Ltd. | |||
BlackRock Investment Management (Australia) Limited | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. |
BlackRock Holdco 3, LLC | |||
BlackRock Cayman 1 LP | |||
BlackRock Cayman West Bay Finco Limited | |||
BlackRock Cayman West Bay IV Limited | |||
BlackRock Group Limited | |||
BlackRock Finance Europe Limited | |||
BlackRock Advisors (UK) Limited | |||
BlackRock, Inc. | |||
Trident Merger, LLC | |||
BlackRock Investment Management, LLC | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. | |||
BlackRock (Singapore) Holdco Pte. Ltd. | |||
BlackRock HK Holdco Limited | |||
BlackRock Asset Management North Asia Limited | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. | |||
BlackRock Holdco 3, LLC | |||
BlackRock Canada Holdings LP | |||
BlackRock Canada Holdings ULC | |||
BlackRock Asset Management Canada Limited | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. | |||
BlackRock Holdco 3, LLC | |||
BlackRock Cayman 1 LP | |||
BlackRock Cayman West Bay Finco Limited | |||
BlackRock Cayman West Bay IV Limited | |||
BlackRock Group Limited | |||
BlackRock Finance Europe Limited | |||
BlackRock Investment Management (UK) Limited |
BlackRock Asset Management Deutschland AG | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. | |||
BlackRock Holdco 3, LLC | |||
BlackRock Cayman 1 LP | |||
BlackRock Cayman West Bay Finco Limited | |||
BlackRock Cayman West Bay IV Limited | |||
BlackRock Group Limited | |||
BlackRock International Limited | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. | |||
BlackRock (Singapore) Holdco Pte. Ltd. | |||
BlackRock (Singapore) Limited | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
BlackRock International Holdings, Inc. | |||
BR Jersey International Holdings L.P. | |||
BlackRock Holdco 3, LLC | |||
BlackRock Cayman 1 LP | |||
BlackRock Cayman West Bay Finco Limited | |||
BlackRock Cayman West Bay IV Limited | |||
BlackRock Group Limited | |||
BlackRock Finance Europe Limited | |||
BlackRock (Netherlands) B.V. | |||
BlackRock, Inc. | |||
BlackRock Holdco 2, Inc. | |||
BlackRock Financial Management, Inc. | |||
10. In case of proxy voting, please identify: | |
Name of the proxy holder | |
The number and % of voting rights held | |
The date until which the voting rights will be held |
11. Additional informationxvi |
BlackRock Regulatory Threshold Reporting Team James Michael 020 7743 3650 | |
Place of completion | 12 Throgmorton Avenue, London, EC2N 2DL, U.K. |
Date of completion | 19 December, 2018 |
RANDGOLD RESOURCES ENQUIRIES:
Chief Executive | Financial Director | Investor & Media Relations |
Mark Bristow | Graham Shuttleworth | Kathy du Plessis |
+44 788 071 1386 | +44 1534 735 333 | +44 20 7557 7738 |
+44 779 775 2288 | +44 779 771 1338 | Email: randgold@dpapr.com |
Exhibit 99.2
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
NASDAQ Trading Symbol: GOLD
("Randgold Resources" or the "Company")
VESTING OF DIRECTORS’ AWARDS UNDER THE RANDGOLD RESOURCES LIMITED CO-INVESTMENT PLAN AND THE RANDGOLD RESOURCES LIMITED RESTRICTED SHARE SCHEME
Jersey, Channel Islands, 20 December 2018
Randgold Resources Limited Co-investment Plan
The Company announces that in respect of awards of 51,602 ordinary shares and 10,095 ordinary shares granted on 17 March 2017 (CIP Awards) to Mark Bristow and Graham Shuttleworth respectively, each a director of the Company, under the Randgold Resources Limited Co-Investment Plan (CIP), the vesting date of the CIP Awards was 17 December 2018, the expiry of the performance period applicable to the CIP Awards having been accelerated to 17 December 2018 as a result of the sanction by the Jersey Court of the scheme of arrangement (the Scheme) to effect the share-for-share merger with Barrick Gold Corporation (Barrick).
The CIP Awards are subject to a performance condition which measures the Company's total shareholder return performance against the Euromoney Global Gold Index. The performance condition was met in part. Accordingly, the CIP Awards have partially vested, and on 18 December 2018, 29,004 ordinary shares were issued and allotted by the Company to Mark Bristow and 5,674 ordinary shares were issued and allotted by the Company to Graham Shuttleworth, at their nominal value (US$0.05).
The unvested portions of the CIP Awards have lapsed in accordance with the rules of the CIP. The ordinary shares issued to Mark Bristow and Graham Shuttleworth, which will convert to common shares of Barrick when the Scheme becomes effective on 1 January 2019, are subject to a retention period of two years from the effectiveness of the Scheme, which is expected to expire on 2 January 2021.
Randgold Resources Limited Restricted Share Scheme
2015 Awards
The Company announces that in respect of awards of 44,619 ordinary shares and 11,162 ordinary shares, granted on 12 May 2015 (2015 Awards) to Mark Bristow and to Graham Shuttleworth respectively under the Randgold Resources Limited Restricted Share Scheme (the RSS), the vesting date of the 2015 Awards was 17 December 2018, the expiry of the performance period applicable to the 2015 Awards having been accelerated to 17 December 2018.
The 2015 Awards are subject to performance conditions which measure total cash cost per ounce, total relative shareholder return and additional reserves including reserve replacement. The performance conditions were met in part. Accordingly, the 2015 Awards have partially vested, and on 18 December 2018, 19,346 ordinary shares were issued and allotted by the Company to Mark Bristow and 4,840 ordinary shares were issued and allotted by the Company to Graham Shuttleworth, at their nominal value (US$0.05).
The outstanding unvested 2015 Awards have lapsed in accordance with the rules of the RSS. The ordinary shares issued to Mark Bristow and Graham Shuttleworth are subject to a retention period of two years from the date of vesting, which is expected to expire on 2 January 2021.
2016 Awards
The Company announces that in respect of awards of 36,380 ordinary shares and 8,284 ordinary shares, each in the Company granted on 23 March 2016 (2016 Awards) to Mark Bristow and to Graham Shuttleworth, respectively, under the RSS, the vesting date of the 2016 Awards was 17 December 2018, the expiry of the performance period applicable to the 2016 Awards having been accelerated to 17 December 2018.
The 2016 Awards are subject to performance conditions which measure total cash cost per ounce, total relative shareholder return and additional reserves including reserve replacement. The performance conditions were met in part and time proration was applied as a result of the accelerated vesting of the 2016 Awards. Accordingly, the 2016 Awards have partially vested and on 18 December 2018, 3,822 ordinary shares were issued and allotted by the Company to Mark Bristow and 870 ordinary shares were issued and allotted by the Company to Graham Shuttleworth, at their nominal value (US$0.05).
The portion of the outstanding 2016 Awards that did not vest as a result of the application of time proration will be assumed by Barrick and will continue to vest in the ordinary course and will be settled in Barrick shares (using the merger exchange ratio) on the applicable vesting dates. The remaining unvested 2016 Awards have lapsed in accordance with the rules of the RSS. The ordinary shares issued to Mark Bristow and Graham Shuttleworth are subject to a retention period of two years from the date of vesting, which is expected to expire on 2 January 2021.
2017 Awards
The Company announces that in respect of awards of 41,281 ordinary shares and 8,076 ordinary shares, each in the Company granted on 17 March 2017 (2017 Awards) to Mark Bristow and to Graham Shuttleworth, respectively, under the RSS, the vesting date of the 2017 Awards was 17 December 2018, the expiry of the performance period applicable to the 2017 Awards having been accelerated to 17 December 2018.
The 2017 Awards are subject to performance conditions which measure total cash cost per ounce, total relative shareholder return and additional reserves including reserve replacement. The performance conditions were met in part and time proration was applied as a result of the accelerated vesting of the 2017 Awards. Accordingly, the 2017 Awards have partially vested and on 18 December 2018, 10,665 ordinary shares were issued and allotted by the Company to Mark Bristow and 2,086 ordinary shares were issued and allotted by the Company to Graham Shuttleworth, at their nominal value (US$0.05).
1 | Details of the person discharging managerial responsibilities/person closely associated | |
a) | Name | Mark Bristow |
2 | Reason for the notification | |
a) | Position/status | Chief Executive Officer and Executive Director |
b) | Initial notification/Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Randgold Resources Limited |
b) | LEI | 2138002TSG2FEQZOYH72 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) |
Description of the financial instrument, type of instrument Identification code |
Ordinary share of $0.05 in Randgold Resources Limited ISIN Code: GB00B01C3S32 |
b) |
Nature of the transaction
|
Issuance of shares pursuant to the vesting of awards under the Randgold Resources Limited Restricted Share Scheme and Co-Investment Plan (the Company's employee share schemes) |
c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
US$0.05 | 62,837 |
d) | Aggregated information | N/A |
- Aggregated volume | ||
- Price | ||
e) | Date of the transaction | 18 December 2018 |
f) | Place of the transaction | Outside a trading venue |
The portion of the outstanding 2017 Awards that did not vest as a result of the application of time proration will be assumed by Barrick and will continue to vest in the ordinary course and will be settled in Barrick shares (using the merger exchange ratio) on the applicable vesting dates. The remaining unvested 2017 Awards have lapsed in accordance with the rules of the RSS. The ordinary shares issued to Mark Bristow and Graham Shuttleworth are subject to a retention period of two years from the date of vesting, which is expected to expire on 2 January 2021.
Shareholdings
Following the vesting of the CIP Awards and the RSS Awards, as described above, the respective shareholdings in the Company of Mark Bristow and Graham Shuttleworth are as follows:
Mark Bristow’s shareholding in the Company is 901,871 ordinary shares or 0.947% per cent of the current issued share capital of the Company.
Graham Shuttleworth's shareholding in the Company is 115,510 ordinary shares or 0.121% per cent of the current issued share capital of the Company.
In accordance with Article 19 of the EU Market Abuse Regulation, below are notifications by Mark Bristow and Graham Shuttleworth, as persons discharging managerial responsibilities, of the above transactions.
1 | Details of the person discharging managerial responsibilities/person closely associated | |
a) | Name | Graham Shuttleworth |
2 | Reason for the notification | |
a) | Position/status | Chief Financial Officer and Executive Director |
b) | Initial notification/Amendment | Initial notification |
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
a) | Name | Randgold Resources Limited |
b) | LEI | 2138002TSG2FEQZOYH72 |
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
a) |
Description of the financial instrument, type of instrument
Identification code |
Ordinary share of $0.05 in Randgold Resources Limited ISIN Code: GB00B01C3S32 |
b) | Nature of the transaction | Issuance of shares pursuant to the vesting of awards under the Randgold Resources Limited Restricted Share Scheme and Co-Investment Plan (the Company's employee share schemes) |
c) | Price(s) and volume(s) | Price(s) | Volume(s) | ||
US$0.05 | 13,470 |
d) | Aggregated information | |
- Aggregated volume | N/A | |
- Price | ||
e) | Date of the transaction | 18 December 2018 |
f) | Place of the transaction | Outside a trading venue |
RANDGOLD RESOURCES ENQUIRIES:
Chief Executive | Financial Director | Investor & Media Relations |
Mark Bristow | Graham Shuttleworth | Kathy du Plessis |
+44 788 071 1386 | +44 1534 735 333 | +44 20 7557 7738 |
+44 779 775 2288 | +44 779 771 1338 | Email: randgold@dpapr.com |