0001144204-18-066042.txt : 20181221 0001144204-18-066042.hdr.sgml : 20181221 20181221161740 ACCESSION NUMBER: 0001144204-18-066042 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20181221 FILED AS OF DATE: 20181221 DATE AS OF CHANGE: 20181221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RANDGOLD RESOURCES LTD CENTRAL INDEX KEY: 0001175580 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-49888 FILM NUMBER: 181249731 BUSINESS ADDRESS: STREET 1: 3RD FLOOR, UNITY CHAMBERS 28 HALKETT ST STREET 2: ST. HELIER, JERSEY JE2 4WJ CITY: CHANNEL ISLANDS STATE: X0 ZIP: 00000 BUSINESS PHONE: 011-44-1534-735-333 MAIL ADDRESS: STREET 1: 3RD FLOOR, UNITY CHAMBERS 28 HALKETT ST STREET 2: ST. HELIER, JERSEY JE2 4WJ CITY: CHANNEL ISLANDS STATE: X0 ZIP: 00000 6-K 1 tv509637_6k.htm 6-K

 

  

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  

 

 

 

EX-99.1 2 tv509637_ex99-1.htm EXHIBIT 99.1

 

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
2004/109/EC)
(DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC)
(DTR5.2.1)

Direct

(Art 9 of Directive
2004/109/EC)
(DTR5.1)

Indirect

(Art 10 of
Directive
2004/109/EC)
(DTR5.2.1)

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

 

 

 

EX-99.2 3 tv509637_ex99-2.htm EXHIBIT 99.2

 

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