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 October 2018 (first 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 October 2018, and incorporated by reference herein, is:
| Exhibit No. | Description | |
| 99.1 | Release, dated September 27, 2018 entitled “TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES.” | |
| 99.2 | Release, dated September 28, 2018 entitled “TOTAL VOTING RIGHTS.” | |
|
99.3 |
Release, dated September 28, 2018 entitled “RANDGOLD REFUTES SOKIMO’S KIBALI CLAIM.” | |
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: October 1, 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, 27 September 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 Ltd | |
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | ||
| Non-UK issuer | ||
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | ||
| An acquisition or disposal of voting rights | X | |
| An acquisition or disposal of financial instruments | ||
| An event changing the breakdown of voting rights | ||
| Other (please specify)iii: | ||
| 3. Details of person subject to the notification obligationiv | ||
| Name | The Capital Group Companies, Inc. (“CGC”) | |
| City and country of registered office (if applicable) | Los Angeles, CA 90071, 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: | 25 September 2018 | |
| 6. Date on which issuer notified (DD/MM/YYYY): | 26 September 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 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 | 5.1825% | 0.0000% | 5.1825% | 94,417,160 |
|
Position of previous notification (if applicable) |
N/A | N/A | N/A |
| 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 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) | |
|
Ordinary (ISIN: GB00B01C3S32) |
1,651,039 |
1.7487%
| ||
|
ADRs (ISIN: US7523443098) |
3,242,098 | 3.4338% | ||
| SUBTOTAL 8. A | 4,893,137 | 5.1825% | ||
| 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 |
| SUBTOTAL 8. B 1 |
| 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 |
|
The Capital Group Companies, Inc. Holdings by CG Management companies are set out below: |
5.1825% | 0.0000% | 5.1825% |
| • Capital Research and Management Company1 | 5.1825% | 0.0000% | 5.1825% |
|
1Subsidiary of The Capital Group Companies, 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 | |
|
CGC is the parent company of Capital Research and Management Company (“CRMC”). CRMC is a U.S.-based investment management company that manages the American Funds family of mutual funds. CRMC manages equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC in turn is the parent company of Capital Group International, Inc. (“CGII”), which in turn is the parent company of five investment management companies (“CGII management companies”): Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International Sàrl and Capital International K.K. The CGII management companies primarily serve as investment managers to institutional clients.
Neither CGC nor any of its affiliates own shares of Randgold Resources Ltd for its own account. Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.
| |
| Place of completion | Los Angeles, CA, USA |
| Date of completion | 26 September 2018 |
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
|
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")
TOTAL VOTING RIGHTS
Jersey, Channel Islands, 28 September 2018 - Randgold Resources announces that in accordance with the Disclosure and Transparency Rules, its issued share capital consists of 94 475 346 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, 58 186 ordinary shares are currently held on trust and do not confer voting rights. Therefore, the total number of voting rights in the Company is 94 417 160.
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 99.3
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
NASDAQ Trading Symbol: GOLD
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RANDGOLD REFUTES SOKIMO’S KIBALI CLAIM
Kinshasa, DRC, 28 September 2018 – Randgold Resources today refuted reported claims by Société de Miniere de Kilo-Moto SA (SOKIMO) to the effect that the proposed Barrick/Randgold merger will introduce a new partner in the Kibali joint venture in the Democratic Republic of Congo and that it consequently intends to “assert its rights”.
The company said the proposed merger would have no effect on Kibali Goldmines SA, in which Randgold has an indirect 45% interest while SOKIMO holds 10%. The other joint venture partner is AngloGold Ashanti. There are no provisions in the joint venture agreement and the related documentation which give SOKIMO any rights resulting from the proposed merger.
Randgold also noted that it had consulted comprehensively with SOKIMO at board and executive level in the days following the announcement of the proposed merger, as well as with the Minister of Mines and other interested parties regarding the proposed transaction. The company said it would continue to engage with all parties to demonstrate that this transaction was in the interests of all stakeholders.
ENQUIRIES:
| Chief Executive Mark Bristow +44 788 071 1386 +223 66 75 01 22 |
Financial Director Graham Shuttleworth +44 779 771 1338 |
Investor & Media Relations Kathy du Plessis +44 20 7557 7738 randgold@dpapr.com |
Website: www.randgoldresources.com
In accordance with Rule 26.1 of the City Code on Takeovers and Mergers, a copy of this announcement will be available at www.randgoldresources.com by no later than 12 noon (London time) on 1 October 2018. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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.