RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
Nasdaq Trading Symbol: GOLD
("Randgold")
Randgold Resources enters into Irrevocable Commitment to implement the
Proposed Randgold Transaction with Moto Goldmines
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
London, United Kingdom, 27 July, 2009 - Randgold Resources Limited
notes the announcement made by Moto Goldmines Limited
("Moto" or the "Company")
(TSX : MGL ) (AIM : MOE ) earlier today and is pleased that the
Board of Moto has determined that the Proposed Randgold
Transaction constitutes a "Superior Proposal" as defined under the
arrangement agreement between Red Back Mining Inc. ("Red Back") and
Moto, entered into on 1 June 2009, as amended effective 26 June 2009
(the "Red Back Agreement").
On 16 July 2009, Randgold announced the terms of a proposed
transaction (the "Proposed Randgold Transaction"), under which Moto
shareholders would receive 0.07061 of an ordinary share of Randgold
(or, where applicable, 0.07061 of an American Depositary Share ("ADS")
of Randgold) per Moto share. In addition, Moto shareholders would be
provided the option to elect to receive (in lieu of Randgold shares or
ADSs) cash consideration of USUSD4.47 per Moto share (CUSD5.00 based on the
noon exchange rate published by the Bank of Canada on 15 July 2009) in
respect of all or some of their Moto shares, subject to proration based
on an aggregate maximum cash amount payable to all Moto shareholders
under the Proposed Randgold Transaction of USUSD244 million (the "Cash
Election").
As at 24 July 2009, the Proposed Randgold Transaction values each Moto
share at CUSD5.01 (based on the noon exchange rate published by the Bank
of Canada on 24 July 2009). Red Back's offer values each Moto share
at only CUSD4.50 (as at close of business on 24 July). In addition,
Randgold is offering Moto shareholders the certain value of the Cash
Election.
Randgold also has support from shareholders of Moto representing 36.1%
of the issued and outstanding common shares of Moto to vote in favour
of the Proposed Randgold Transaction and to vote against the Red
Back transaction, if it is not withdrawn, as well as formal written
support for the Proposed Randgold Transaction from the Government of
the Democratic Republic of the Congo.
Randgold and AngloGold Ashanti Limited ("AngloGold") have agreed to
cooperate in respect of the Proposed Randgold Transaction. In that
regard, AngloGold has agreed to fully fund the Cash Election described
above in partial payment for an indirect 50% interest in Moto which it
would acquire upon completion of the Proposed Randgold Transaction. In
addition, following completion of the Proposed Randgold Transaction,
AngloGold would be jointly responsible with Randgold for funding the
development of the Moto Gold Project. Randgold would be appointed
operator of the project.
Randgold and AngloGold have received the full support from their
respective boards of directors for the Proposed Randgold Transaction.
Neither Randgold nor AngloGold requires shareholder approval in order
to proceed with the Proposed Randgold Transaction.
Irrevocable commitment to enter into Arrangement Agreement
Randgold has executed an irrevocable commitment (the "Irrevocable Commitment")
to enter into an arrangement agreement (the"Arrangement Agreement") to
implement the Proposed Randgold
Transaction, provided that Red Back does not match the Proposed
Randgold Transaction by the end of the day (12:00 midnight (Vancouver
time)) on Tuesday, August 4, 2009. Save for the superior financial
terms of the Proposed Randgold Transaction, the Arrangement Agreement
is substantially identical to the Red Back Agreement.
Pursuant to the Red Back Agreement, Red Back has the right, but not the
obligation, to offer to amend the terms of the Red Back Agreement
within five business days ending at the end of the day (12:00 midnight
(Vancouver time)) on Tuesday, August 4, 2009 (the "Response
Period"). Under the Irrevocable Commitment, if, prior to expiry of the
Response Period, Red Back does not offer to amend the terms of the Red
Back Agreement or notifies Moto that it has determined not to offer to
amend the terms of the Red Back Agreement, Randgold has undertaken to
enter into the Arrangement Agreement. The Irrevocable Commitment is
subject to customary termination rights, including no occurrence of a
material adverse change affecting Moto. If Red Back amends the terms of
the Red Back Agreement prior to expiry of the Response Period and the
Board of Moto determines that the Proposed Randgold Transaction no
longer constitutes a Superior Proposal, the Irrevocable Commitment will
terminate.
Key benefits of the Proposed Randgold Transaction to Moto shareholders
Randgold is a gold producer with a proven track record of finding,
financing, developing and operating mines in West Africa. Randgold has
a history of building strong relationships with the governments in
whose countries it operates, especially in Francophone Africa, and has
a proven track record of delivering profits and real value to
shareholders through long term disciplined growth based on maintaining
a pipeline of high-quality development projects, strict cost control
and operational excellence. AngloGold is one of the largest gold
producers in the world with meaningful production and exploration
activities in Africa, including exploration activities in the
Democratic Republic of the Congo ("DRC"). The agreement to develop
jointly the Moto Gold Project combines Randgold's and AngloGold's
regional business knowledge and government relationships with their
extensive gold mining expertise.
Randgold sees the following key attractions to the Proposed Randgold
Transaction:
* Ability to bring the Moto Gold Project into
production. Moto shareholders will benefit from Randgold's strong,
experienced technical and management teams that have proven their
ability to bring assets into production in West
Africa. Randgold and AngloGold, together, bring the scale and the
access to capital required to bring the Moto Gold Project into
production, together with their experience in governmental
relationships. Randgold's capital projects team is the same team that
has successfully built three mines in West Africa, including one
underground mine, and has proven its ability to build mining projects
to first world standards within acceptable capital constraints.
* Political support and regional knowledge. Randgold has a successful
track record of unlocking the mineral wealth of other countries in the
region, in particular in Francophone Africa, whilst at the same time
being regarded as a good corporate citizen and socially responsible.
Across its six operations in three West African countries, together
with its Geita gold mine in Tanzania, AngloGold has a well established
mining track record in West and Eastern Africa. AngloGold has been a
joint venture partner with Randgold in the Morila mine in Mali since
July 2000, where the two companies continue to enjoy a successful
partnership. Following its business combination with Ashanti Goldfields
Company Limited in April 2004, AngloGold acquired exploration
properties in the DRC, with current greenfield exploration activities
focused around the town of Mongbwalu in the north-eastern part of the
country. In addition to its extensive exploration activities in the
north-east, AngloGold also maintains a fully staffed country office in
the DRC capital, Kinshasa. As such, Randgold believes that Randgold's
and AngloGold's relationships in Africa will assist in unlocking the
value of the Moto Gold Project. Randgold has received formal written
support for the Proposed Randgold Transaction from the Government of
the DRC which recognises significant merits in Randgold as operator of
the Moto Gold Project.
* Continued participation in the Moto Gold Project. Moto shareholders,
through their interest in the enlarged Randgold, will continue to
benefit from any upside in the Moto Gold Project when it is developed
by Randgold and AngloGold.
* Liquidity. Over the last month the average aggregate daily trading
value of Randgold shares on the London Stock Exchange and Randgold ADSs
on NASDAQ was USUSD85 million, compared to USUSD9 million for Red Back's
shares on the Toronto Stock Exchange and an aggregate of USUSD2 million
for Moto's shares on the Toronto Stock Exchange and the London
Stock Exchange's Alternative Investment Market, adjusted to United
States dollars, to 24 July 2009.
* Diversification of risk. Through their continued participation in
the enlarged Randgold, Moto shareholders will have an interest in a
company that is active across West and Central Africa, with assets that
span the developmental lifecycle, from exploration and highly
prospective opportunities through to immediately pre-development
projects and producing assets.
* Participation in the upside in Randgold's
portfolio. Moto shareholders will participate in any upside
in Randgold's existing assets and successful exploration portfolio. In
particular, Randgold sees significant continued exploration upside at
both Loulo and Tongon, whilst Massawa and Randgold's latest discovery,
Gounkoto, have the potential to be truly world class assets.
* Financial strength in challenging times. Randgold and AngloGold are
well funded and, together with their existing strong cash flows from
operations, are capable of funding current development and future
projects, including the Moto Gold Project.
* Ability to exit for certain value at a premium. In the event that
any Moto shareholder is not attracted to the merits of the Proposed
Randgold Transaction as outlined above, under the Cash Election, Moto
shareholders can elect to receive up to 100% cash consideration
(subject to proration) and therefore lock in the premium being offered.
This release is for informational purposes only and it is not intended
to be proxy solicitation materials and it does not constitute an offer
to sell or a solicitation of an offer to buy securities
of Randgold, Moto or AngloGold.
Enquiries:
For further information, please contact:
Randgold Resources Limited
Dr Mark Bristow Kathy du Plessis
Chief Executive Investor & Media Relations
Tel: +44 788 071 1386 Tel: +44 20 7557 7738
Tel: +223 6675 0122 email: randgoldresources@dpapr.com
About Randgold
Randgold is a gold mining and exploration company with its principal
activities focused on West and East Africa and stated reserves of
8.87 Moz. In Mali, Randgold has an 80% controlling interest in the
Loulo mine, which is currently mining from two open pits and has just
commenced mining from one underground mine whilst developing a second
underground mine. In the Loulo region, Gounkoto, on the Loulo permit,
is shaping up as a significant new discovery. Also in
Mali, Randgold owns a 40% interest in the Morila Joint Venture, the
owner of the Morila mine, which it also operates. In Cote
d'Ivoire, Randgold owns an effective 84% controlling interest in the
Tongon development project, where it has commenced construction and
expects to be in production towards the end of 2010. In
Senegal, Randgold has a new discovery, Massawa, which is at
prefeasibility stage and which it believes has the makings of a
world-class orebody. Randgold also has exploration permits and licenses
covering substantial areas in Mali, Cote d'Ivoire, Burkina Faso, Ghana,
Senegal and Tanzania. The acquisition of Moto will
increase Randgold's attributable reserves, measured and indicated
resources, and inferred resources by 1.9 Moz, 4.0 Moz, and 3.9 Moz,
respectively.
About Moto
Moto is an emerging gold producer committed to developing its key
asset, a 70% interest in the Moto Gold Project which is one of the
largest undeveloped gold deposits in Africa. The project is a joint
venture between L'Office des Mines d'or de Kilo-Moto ("OKIMO")
and Moto and covers an area of approximately 1,841 km2 with significant
mineral resources and growth potential. The company completed an
Optimized Feasibility Study in February 2009 which contemplates an open
pit and underground mining operation producing approximately 2.5
million ounces in the first five years of operation. As at 31 March
2009, Moto had gross assets of approximately AUSUSD245.8m. For the year
ended 31 December 2008, Moto made a net loss of approximately
AUSUSD14.1m.
Legends
HSBC, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Randgold and no
one else in connection with the Proposed Randgold Transaction and will
not be responsible to anyone other than Randgold for providing the
protections afforded to clients of HSBC, nor for providing advice in
relation to the Proposed Randgold Transaction, the contents of this
announcement or any other matter referred to herein.
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 U.S. Securities Act of 1933 and
Section 21E of the U.S. 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 realization
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
include that Randgold and Moto will be able to satisfy the conditions
in the definitive agreement, that the required approvals will be
obtained from the shareholders of Moto, that all third party regulatory
and governmental approvals to the transactions will be obtained and all
other conditions to completion of the transaction will be satisfied or
waived. Many of these assumptions are based on factors and events that
are not within the control of Randgold or Moto 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 and Moto to be materially different from those
expressed or implied by such forward-looking statements, including but
not limited to: risks related to the integration of the combined
companies, 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 the section
entitled "Risk Factors" in Randgold's annual report on Form 20-F for
the year ended December 31, 2008 which was filed with the U.S.
Securities and Exchange Commission on May 15, 2009 and in the section
entitled "Risk Factors" in Moto's Amended and Restated Annual
Information Form of the year ended December 31, 2008.
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 that are
incorporated by reference herein, except in accordance with applicable
securities laws.
Cautionary note to US investors; the U.S. Securities and Exchange
Commission (the "SEC") permits companies, in their filings with the
SEC, to disclose only proven and probable ore reserves. We use certain
terms in this release, 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.
In the event a transaction is entered into between Randgold and Moto,
of which there can be no assurance, Randgold will file important
documents with the SEC and with applicable Canadian securities
regulatory authorities. In the event a transaction is entered into,
investors and security holders are urged to carefully read all such
documents, because these documents will contain important information.
Investors and security holders will be able to obtain a free copy of
such documents at the SEC's web site at www.sec.govwww.sec.gov, at the
website of the Canadian securities regulators at www.sedar.com, or by
directing a request to:
Randgold Resources Limited
David Haddon
General Counsel and Secretary
This information is provided by RNS
The company news service from the London Stock Exchange
END
Contact Information: Contacts: RNS Customer Services 0044-207797-4400 http://www.rns.com