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 March 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 March 2018, and incorporated by reference herein, is:
| Exhibit No. | Description |
|
99.1
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Release, dated March 29, 2018 entitled “NOTICE OF ANNUAL GENERAL MEETING.” |
|
99.2
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Release, dated March 29, 2018 entitled “DIVIDEND GROWTH REFLECTS RANDGOLD’S PROFITABILITY.”
|
|
99.3
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Release, dated March 29, 2018 entitled “RECORD PERFORMANCE STRENGTHENS FOUNDATION FOR CONTINUED VALUE CREATION.”
|
|
99.4
|
Release, dated March 29, 2018 entitled “TOTAL VOTING RIGHTS.”
|
|
99.5
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Release, dated March 29, 2018 entitled “MINING INDUSTRY SUBMITS MINING CODE PROPOSAL TO DRC GOVERNMENT.” |
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: March 30, 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”)
NOTICE OF ANNUAL GENERAL MEETING
Jersey, Channel Islands, 29 March 2018 – The Company announces that its 2018 Annual General Meeting will be held at 9:00 a.m. on 8 May 2018 at The Club Hotel, Green Street, St Helier, Jersey, JE2 4UH.
A copy of the Notice of the Annual General Meeting, Form of Proxy and the Company’s Annual Report and Accounts for the year ended 31 December 2017, are now available to view on the Company's website at www.randgoldresources.com. Hard copies have been posted to shareholders.
A copy of the Notice of the Annual General Meeting, Form of Proxy and Annual Report and Accounts have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.hemscott.com/nsm.do.
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
DIVIDEND GROWTH REFLECTS RANDGOLD’S PROFITABILITY
London, 29 March 2018 - Since Randgold Resources declared its maiden dividend for the 2006 financial year, its dividends have increased by 1 900%, says chief financial officer Graham Shuttleworth in the company’s 2017 annual report. For 2017, the Randgold board has recommended doubling the previous year’s $1.00 per share to $2.00.
Shuttleworth says the sustained dividend growth validates the business model and reflects the profitability and financial strength of the company, which at year end had net cash of more than $700 million and no debt. The company intends to maintain a net cash position of around $500 million to fund new growth opportunities and any surplus capital will be returned to shareholders.
RANDGOLD ENQUIRIES:
| Chief Executive Mark Bristow +44 788 071 1386 +44 779 775 2288 |
Financial Director Graham Shuttleworth +44 1534 735 333 +44 779 771 1338 |
Investor & Media Relations Kathy du Plessis +44 20 7557 7738 Email: randgold@dpapr.com |
Website: www.randgoldresources.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933 and Section 21E of the US Securities Exchange Act of 1934, and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, the estimation of mineral reserves and resources, the realisation of mineral reserve estimates, the timing and amount of estimated future production, costs of production, reserve determination and reserve conversion rates. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as 'will', 'plans', 'expects' or 'does not expect', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates' or 'does not anticipate', or 'believes', or variations of such words and phrases or state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will be taken', 'occur' or 'be achieved'. Assumptions upon which such forward-looking statements are based are in turn based on factors and events that are not within the control of Randgold Resources Limited (‘Randgold’) and there is no assurance they will prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Randgold to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to mining operations, including political risks and instability and risks related to international operations, actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, as well as those factors discussed in Randgold’s filings with the US Securities and Exchange Commission (the 'SEC'). Although Randgold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Randgold does not undertake to update any forward-looking statements herein, except in accordance with applicable securities laws. CAUTIONARY NOTE TO US INVESTORS: The SEC permits companies, in their filings with the SEC, to disclose only proven and probable ore reserves. We use certain terms in this report, such as 'resources', that the SEC does not recognise and strictly prohibits us from including in our filings with the SEC. Investors are cautioned not to assume that all or any parts of our resources will ever be converted into reserves which qualify as 'proven and probable reserves' for the purposes of the SEC's Industry Guide number 7.
Exhibit 99.3
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
NASDAQ Trading Symbol: GOLD
RECORD PERFORMANCE STRENGTHENS FOUNDATION FOR CONTINUED VALUE CREATION
London, 29 March 2018 - Randgold Resources had one of the best years in its history of achievement and delivery in 2017, posting another production record off an already high base and pruning the cost of production to its lowest level in six years. At the same time, the group continued to replace its attributable reserves and measured and indicated resources at the same or better grade, the company says in its annual report published today.
With profit for the year up 14%, cash and cash equivalents rising to $720 million and the company’s robust 10-year business plan firmly in place, the board was able to recommend a doubling of the dividend to shareholders. Randgold has increased its annual dividend ever since it declared the first one in respect of the 2006 financial year.
Chief executive Mark Bristow says Randgold continues the hunt for its next world-class gold deposit through the expansion of exploration programmes in West and Central Africa and the evaluation of its potential next mine project at Massawa in Senegal. At the same time, it is also examining global growth opportunities.
“Irrespective of any new projects, however, our 10-year plan shows us remaining profitable at a long term gold price of $1 000 per ounce and generating cash that will support significant investment in our future as well as the continued payment of dividends,” he says.
Also in the annual report, chairman Christopher Coleman says despite challenges Randgold remains committed to its partnerships with its host countries.
“The mutually beneficial relationships it has patiently forged with its host countries and communities are serving it well, and over the years the company has effectively dealt with the differences that inevitably arise in even the most well-intentioned partnerships,” he says. “Randgold is consequently confident that it is well-equipped to cope with the occasional turbulence in its operational climate.”
RANDGOLD ENQUIRIES:
| Chief Executive Mark Bristow +44 788 071 1386 +44 779 775 2288 |
Financial Director Graham Shuttleworth +44 1534 735 333 +44 779 771 1338 |
Investor & Media Relations Kathy du Plessis +44 20 7557 7738 Email: randgold@dpapr.com |
Website: www.randgoldresources.com
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements within the meaning of Section 27A of the US Securities Act of 1933 and Section 21E of the US Securities Exchange Act of 1934, and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the future price of gold, the estimation of mineral reserves and resources, the realisation of mineral reserve estimates, the timing and amount of estimated future production, costs of production, reserve determination and reserve conversion rates. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as 'will', 'plans', 'expects' or 'does not expect', 'is expected', 'budget', 'scheduled', 'estimates', 'forecasts', 'intends', 'anticipates' or 'does not anticipate', or 'believes', or variations of such words and phrases or state that certain actions, events or results 'may', 'could', 'would', 'might' or 'will be taken', 'occur' or 'be achieved'. Assumptions upon which such forward-looking statements are based are in turn based on factors and events that are not within the control of Randgold Resources Limited (‘Randgold’) and there is no assurance they will prove to be correct. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Randgold to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: risks related to mining operations, including political risks and instability and risks related to international operations, actual results of current exploration activities, conclusions of economic evaluations, changes in project parameters as plans continue to be refined, as well as those factors discussed in Randgold’s filings with the US Securities and Exchange Commission (the 'SEC'). Although Randgold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Randgold does not undertake to update any forward-looking statements herein, except in accordance with applicable securities laws. CAUTIONARY NOTE TO US INVESTORS: The SEC permits companies, in their filings with the SEC, to disclose only proven and probable ore reserves. We use certain terms in this report, such as 'resources', that the SEC does not recognise and strictly prohibits us from including in our filings with the SEC. Investors are cautioned not to assume that all or any parts of our resources will ever be converted into reserves which qualify as 'proven and probable reserves' for the purposes of the SEC's Industry Guide number 7.
Exhibit 99.4
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
NASDAQ Trading Symbol: GOLD
("Randgold Resources" or the "Company")
TOTAL VOTING RIGHTS
Jersey, Channel Islands, 29 March 2018 - Randgold Resources announces that in accordance with the Disclosure and Transparency Rules, its issued share capital consists of 94 415 146 ordinary shares of $0.05 each.
Each ordinary share carries the right to one vote in relation to all circumstances at general meetings of Randgold Resources. In addition, 58 275 ordinary shares are currently held on trust and do not confer voting rights. Therefore, the total number of voting rights in the Company is 94 356 871.
The above figure can be used by shareholders (and others with notification obligations) as the denominator for the calculations by which to determine if they are required to notify their interest in, or a change to their interest in, Randgold Resources under the Disclosure and Transparency Rules.
RANDGOLD RESOURCES ENQUIRIES:
| Chief Executive Mark Bristow +44 788 071 1386 +44 779 775 2288 |
Financial Director Graham Shuttleworth +44 1534 735 333 +44 779 771 1338 |
Investor & Media Relations Kathy du Plessis +44 20 7557 7738 Email: randgold@dpapr.com |
Website: www.randgoldresources.com
Exhibit 99.5
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
NASDAQ Trading Symbol: GOLD
MINING INDUSTRY SUBMITS MINING CODE PROPOSAL TO DRC GOVERNMENT
Joint Press Release*
Kinshasa, DRC, 29 March 2018 - Mining industry representatives* in the Democratic Republic of Congo have submitted a formal proposal to the country’s Ministry of Mines that is designed to address concerns about the recently revised mining code as well as the government’s revenue needs.
Among other things, it proposes linking a sliding scale of royalty rates to the prices of the key commodities, which industry representatives believe would be a more effective mechanism than the windfall tax introduced in the new code and at current prices would immediately give the government a higher share of revenues than what is provided in the new code. It also deals with stability arrangements, state guarantees and mining conventions.
Along with the stability afforded to convention holders, enshrined in the 2002 mining code is a 10 year stability clause which provides that the holders of mining and exploration titles will continue to be governed by the terms of the 2002 mining code for such period in the event of the implementation of any new law.
Article 276:
“The State guarantees that the provisions of the present Code can only be modified if, and only if, this Code itself is the subject of a legislative amendment adopted by Parliament.
The rights attached to or deriving from an exploration licence or mining exploitation licence granted and valid on the date of the enactment of such a legislative modification, as well as the rights relating to or deriving from the exploitation licence subsequently granted by virtue of such an exploration licence, including among others, the tax, customs and exchange regimes set forth in this Code, remain acquired and inviolable for a ten-year period from the date of:
| a) | the entry into force of the legislative modification for the valid exploitation licences existing as of that date; |
| b) | the granting of the exploitation licence subsequently granted by virtue of a valid exploration licence existing on the date of entry into force of the legislative modification.” |
However, the proposal accepts 76% of the articles in the 2018 code and suggests changes to the rest only to ensure the effectiveness and legality of the code. The mining industry representatives believe these changes will resolve issues with the code and contractual relationships while giving the DRC and its people increased participation in the proceeds of mining.
* Issued on behalf of members of the DRC mining industry representing more than 85% of the DRC’s copper, cobalt and gold production and most significant development projects: Randgold Resources, Glencore, Ivanhoe Mines, Gold Mountain International/ Zijin Mining Group, MMG Limited, Crystal River Global Ltd and China Molybdenum Co, Ltd (CMOC), AngloGold Ashanti.
Kathy du Plessis
T: +44 207 557 7738
Randgold@dpapr.com