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 May 2015 (second 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 May 2015, and incorporated by reference herein, is:
| Exhibit No. | Description | |
| 99.1 | Release, dated May 13, 2015 entitled “GRANT OF AWARDS TO DR D M BRISTOW AND Mr G P SHUTTLEWORTH UNDER THE RANDGOLD RESOURCES LIMITED CO-INVESTMENT PLAN AND THE RANDGOLD RESOURCES LIMITED RESTRICTED SHARE SCHEME.” | |
| 99.2 | Release, dated May 13, 2015 entitled “DIRECTORS’ ACQUISITION OF SHARES.” | |
| 99.3 | Release, dated May 18, 2015 entitled “DIRECTORS’ RANDGOLD RESOURCES SHAREHOLDING.” |
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: May 18, 2015
Exhibit 99.1
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
NASDAQ Trading Symbol: GOLD
(the “Company”)
GRANT OF AWARDS TO DR D M BRISTOW AND Mr G P SHUTTLEWORTH UNDER THE RANDGOLD RESOURCES LIMITED CO-INVESTMENT PLAN AND THE RANDGOLD RESOURCES LIMITED RESTRICTED SHARE SCHEME
Jersey, Channel Islands, 13 May 2015
RANDGOLD RESOURCES LIMITED CO-INVESTMENT PLAN
Following Dr DM Bristow and Mr GP Shuttleworth, both directors of the Company, each electing to “lock-up” the maximum permissible number of ordinary shares in the Company (Shares) for a period of 3 years (being 55 774 Shares and 13 952 Shares respectively) under the Randgold Resources Limited Co-investment Plan, they become eligible for the grant of "matching" awards under the plan. Consequently, an award under the plan of 55 774 Shares was granted to Dr DM Bristow and an award of 13 952 Shares was granted to Mr GP Shuttleworth, on 12 May 2015. The awards granted to both Dr DM Bristow and Mr GP Shuttleworth may vest, in full or in part, after the expiry of the performance period on 31 December 2017, to the extent that the performance conditions as specified by the plan are met. A one year post-vesting holding requirement applies to 100 per cent. of the vested Shares.
The Randgold Resources Limited Co-investment Plan, which has been approved by shareholders, is designed to reward sustained total shareholder return performance relative to global peers over a three year period and align the interests of the executives with the interests of shareholders.
RANDGOLD RESOURCES LIMITED RESTRICTED SHARE SCHEME
Under the Randgold Resources Restricted Share Scheme, an award over 44 619 Shares was granted to Dr DM Bristow a director of the Company, and an award over 11 162 Shares was granted to Mr GP Shuttleworth a director of the Company, on 12 May 2015. The awards granted to both Dr DM Bristow and Mr GP Shuttleworth may vest, in full or in part, subject to the achievement of operational and financial performance targets, chosen on the basis they are among the Company's key performance indicators and drive shareholder value, over a four year performance period. A one year post-vesting holding requirement applies to 100 per cent. of the vested Shares.
The Randgold Resources Restricted Share Scheme, which has been approved by shareholders, is designed to reward sustainable long term performance subject to the achievement of agreed operational and financial targets.
Randgold Resources Enquiries:
|
Chief Executive
|
Financial Director
|
Investor & Media Relations
|
Website: www.randgoldresources.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”)
DIRECTORS’ ACQUISITION OF SHARES
Jersey, Channel Islands, 13 May 2015
Randgold Resources announces the following acquisition of shares in the Company, as required under DTR 3.1:
| (a) | Dr DM Bristow, a director of the Company, acquired 13 014 ordinary shares of the Company on 12 May 2015 at a price of $73.42. |
Dr Bristow’s shareholding in the Company is now 770 786 ordinary shares or 0.8% of the Company’s current issued share capital.
| (b) | Mr GP Shuttleworth, a director of the Company, acquired 5 356 ordinary shares of the Company on 12 May 2015 at a price of $73.42. |
Mr Shuttleworth’s shareholding in the Company is now 87 974 ordinary shares or 0.09% of the Company’s current issued share capital.
The above shares were acquired by Dr Bristow and Mr Shuttleworth in line with the Randgold Resources Annual Bonus Plan which requires them to invest one third of their 2014 annual bonus in shares of the Company for a period of three years.
Randgold Resources Enquiries:
|
Chief Executive
|
Financial Director
|
Investor & Media Relations
|
Website: www.randgoldresources.com
Exhibit 99.3
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
Nasdaq Trading Symbol: GOLD
(‘Randgold Resources’ or the ‘Company’)
DIRECTORS’ RANDGOLD RESOURCES SHAREHOLDING
Jersey, Channel Islands, 18 May 2015 - Randgold Resources announces the following pursuant to DTR 3.1 of the United Kingdom Listing Authority’s Disclosure and Transparency Rules:
Dr DM Bristow, a director of the Company, sold 40 000 ordinary shares of the Company on 15 May 2015, at a price of £48.32 per share.
Dr DM Bristow’s shareholding in the Company is now 730 786 ordinary shares or 0.79% of the current issued share capital of the Company.
Mr GP Shuttleworth, a director of the Company, sold 10 000 ordinary shares of the Company earlier today, at a price of £49.31 per share.
Mr GP Shuttleworth’s shareholding in the Company is now 77 974 ordinary shares or 0.08% of the current issued share capital of the Company.
Randgold Resources Enquiries:
| Chief Executive Dr Mark Bristow +44 788 071 1386 +44 779 775 2288 |
Financial Director Graham Shuttleworth +44 779 771 1338 +44 1534 735 333 |
Investor & Media Relations randgold@dpapr.com |
Website: www.randgoldresources.com