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Annual audited results for the year ended 31 December 2012
Randgold & Exploration Company Limited
(Incorporated in the Republic of South Africa)
Registration number: 1992/005642/06
Share code: RNG / ISIN: ZAE000008819
(“R&E” or “the company” or “the group”)
ANNUAL AUDITED RESULTS FOR THE YEAR ENDED 31 DECEMBER 2012
COMMENTARY
TO THE SUMMARSIED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012
General
The board of R&E is pleased to announce the audited results for the year ended 31 December 2012.
Income
The majority of the income recognised is mainly as a result of settlements and recoveries of R16 million, the disposal of
prospecting rights to the value of R5 million and interest earned of R11.1 million on cash investments.
Financial position
R&E is liquid with no interest-bearing debt. R&E’s total assets consist primarily of cash and cash equivalents. R&E had a
net asset value per share of R2.46 at 31 December 2012.
Cash flow
R&E started the year under review with a cash and cash equivalent balance of R211 million.
Operating activities utilised cash of R0.8 million, primarily as a result of interest received of R11.1 million offsetting
operating expenses of R11.9 million.
Investing activities yielded cash inflows of R3.2 million received, primarily from the disposal of prospecting rights of R5
million offsetting the net acquisition of investments in equity securities of R1.8 million.
R&E remains in a healthy cash position with R214 million in cash and cash equivalents at 31 December 2012.
Outlook
The outlook for 2013 is similar to that for the previous year. Expenditure on litigation is expected to be at a similar level,
which is likely to prevail until the claims in which the company is engaged have been finalised. Management will continue
to focus on reducing the costs of its operations where possible.
DC Kovarsky Marais Steyn
Chairman Chief Executive Officer
Johannesburg
18 March 2013
SUMMARISED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
2012 2011
Notes R’000 R’000
Audited Audited
Revenue 29 1 826
Profit on disposal/distribution of investments 43 52 474
Recoveries 7 15 981 –
Other income 8 589 2 688
Personnel expenses (12 322) (16 137)
Profit on disposal of prospecting rights 6 5 037 9 963
Change in fair value of held-for-trading investments 30 –
Other operating expenses (21 690) (12 944)
Results from operating activities (4 303) 37 870
Finance income 11 155 8 832
Profit before taxation 6 852 46 702
Taxation – 949
Profit for the year 6 852 47 651
Other comprehensive income, net of tax
Change in fair value of available-for-sale investments – (9 537)
Realised gain reclassified to profit or loss – (52 474)
Total comprehensive income / (loss) for the year, net of tax 6 852 (14 360)
Profit attributable to:
Owners of the company 6 852 47 651
Profit for the year 6 852 47 651
Total comprehensive income attributable to:
Owners of the company 6 852 (14 360)
Total comprehensive income / (loss) for the year 6 852 (14 360)
Basic and diluted earnings per share (cents) 8 10 66
SUMMARISED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
2012 2011
R’000 R’000
Audited Audited
ASSETS
Non-current assets 661 734
Plant and equipment 187 260
Intangible assets 474 474
Current assets 217 311 213 258
Investment in equity securities 1 892 –
Trade and other receivables 1 502 1 788
Cash and cash equivalents 213 917 211 470
Total assets 217 972 213 992
EQUITY AND LIABILITIES
Shareholders’ equity 175 878 169 026
Issued capital 746 746
Retained earnings 175 132 168 280
LIABILITIES
Non-current liabilities
Post-retirement medical benefit obligation 40 768 39 142
Current liabilities
Trade and other payables 1 326 5 824
Total equity and liabilities 217 972 213 992
SUMMARISED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
31 December 2012 31 December 2011
Audited Audited
R’000 R’000
Attributable to equity holders of the company
Share capital 746 746
Balance at the beginning of the period 746 748
Shares repurchased during the year – (2)
Investment fair value reserve – –
Balance at the beginning of the period – 62 011
Change in fair value of available-for-sale investments – (9 537)
Realised gain reclassified to profit or loss – (52 474)
Retained earnings 175 132 168 280
Balance at the beginning of the period 168 280 111 696
Profit for the period 6 852 47 651
Shares repurchased – (604)
Remeasurement of shareholders for dividend – 9 537
SUMMARISED CONSOLIDATED STATEMENT OF CASH FLOWS
31 December 2012 31 December 2011
Audited Audited
R’000 R’000
Profit before taxation 6 852 46 702
Adjusted for:
Profit on disposal of investments (43) (52 474)
Profit on disposal of prospecting rights (5 037) (9 963)
Change in fair value of investments in equity securities (30) –
Depreciation 73 76
Change in post-retirement medical benefit liability 1 626 2 713
Finance income (11 155) (8 832)
Dividends received (29) (1 826)
Working capital changes (4 212) (1 775)
Cash utilised in operations (11 955) (25 379)
Interest received 11 155 8 832
Taxation paid – (10 455)
Cash flows from operating activities (800) (27 002)
Cash flows from investing activities 3 247 11 762
Dividends received 29 1 826
Proceeds on disposal of prospecting rights 5 037 9 963
Acquisition of investment in equity securities (2 712) –
Proceeds on disposal of investments in equity securities 893 –
Acquisition of plant and equipment – (38)
Proceeds from disposal of plant and equipment – 11
Cash flow from financing activities – (65 087)
Dividends paid – (64 481)
Shares repurchased – (606)
Increase/(decrease) in cash and cash equivalents 2 447 (80 327)
Cash and cash equivalents at the beginning of the period 211 470 291 797
Cash and cash equivalents at the end of the period 213 917 211 470
NOTES
TO THE SUMMARISED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED
31 DECEMBER 2012
1. Reporting entity
R&E is a company domiciled and incorporated in the Republic of South Africa. The summarised consolidated financial
statements of the company for the year ended 31 December 2012 include the company and its subsidiaries (together
referred to as “the group”).
2. Statement of compliance
The summarised consolidated financial statements for the year ended 31 December 2012 have been prepared in
accordance with the recognition and measurement requirements of International Financial Reporting Standards (IFRSs),
the presentation and disclosure requirements of IAS34 Interim Financial Reporting applied to year end reporting, the
SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Reporting
Pronouncements as issued by the Financial Reporting Standards Council, as well as the requirements of the South
African Companies Act.
Mr Van Zyl Botha CA (SA), financial director, is responsible for these summarised consolidated financial statements and
has supervised the preparation thereof in conjunction with Ms Marleen Schalkwijk.
3. Significant accounting policies
The accounting policies set out below are the same as those applied by the company in its separate financial statements
and the group in its consolidated financial statements as at and for the year ended 31 December 2011, except for IAS 12
Deferred Tax – Recovery of underlying assets that was adopted on 1 January 2012. There was no significant impact on
these financial statements as a result of adopting this standard.
4. Independent audit by the auditor
These summarised consolidated financial statements for the year ended 31 December 2012 have been extracted from
the complete set of annual financial statements on which the auditors, KPMG Inc, have expressed an unqualified audit
opinion, dated 18 March 2013. The auditor’s reports and annual financial statements, which have been summarised in
this report, are available for inspection at the registered office of the company.
5. Segment reporting
The group operates in a single operating segment as an investment holding company with assets in the mining industry.
6. Profit on disposal of prospecting rights
R&E disposed of certain of its prospecting rights which had a Rnil carrying value for R5 million. R&E has entered into
various agreements for the sale of certain of its prospecting rights, with nil carrying values, to third parties. In terms of the
agreements, however, there are still a number of conditions precedent outstanding at year-end and as a result the
disposals have not been recognised as yet. The proceeds (and profit) which are expected to be realised from these
transactions is R 7 million.
7. Recoveries
On 23 March 2012 Paul Main agreed to pay R&E USD 4 million, of which USD 2 million has been paid to date. The
payment of the remaining amount has been postponed as announced and shareholders will be kept up to date of any
further developments via SENS.
8. Earnings per share
2012 2011
Per share Per share
Earnings per share (in cents) (in cents)
Basic earnings and diluted earnings per ordinary share 10 66
The calculation of basic and diluted earnings per ordinary share is based
on earnings of R6,9 million (2011: earnings of R47,7 million) attributable to
ordinary shareholders of the company and a weighted average of 71 585
172 (2011: 71 756 219) shares in issue.
Headline earnings/(loss) and diluted headline earnings/(loss) per
share 2 (21)
The calculation of the headline earnings and diluted headline earnings per
share is based on a headline earnings of R1,8 million (2011: headline loss
of R14,8 million) attributable to equity holders of the company and a
weighted average of 71 585 172 (2011: 71 756 219) ordinary shares in
issue during the year.
2012 2011
R’000 R’000
Reconciliation between basic profit for the year and headline
earnings/(loss)
Profit for the year attributable to equity holders of the company 6 852 47 651
Adjusted for:
Profit on disposal/distribution of investments (43) (52 474)
Profit on disposal of prospecting rights (5 037) (9 963)
Headline earnings/(loss) for the year attributable to equity holders of
the company 1 772 (14 786)
9. Net asset and tangible net asset value per share
The net asset value per share is calculated using the following variables:
31 December 2012 31 December 2011
Net asset value (R’000) 175 878 169 026
Ordinary shares outstanding 71 585 172 71 585 172
Net asset value per share (cents) 246 236
Net tangible asset value per share (cents) 245 235
The number of shares outstanding at 31 December 2012 and 31 December 2011 has been adjusted for the 2,999,893
treasury shares held.
10. Material changes
Settlement with Paul Main
R&E and ASI (African Strategic Investment (Holdings) Limited) concluded a settlement agreement with Paul Main on 23
March 2012. In terms of the settlement agreement, Main agreed to pay R&E USD4 million, of which USD2 million (R 15.3
million) has been paid to date and recognised as “Recoveries” in profit. The remaining USD2 million will be recognized
on receipt or when the company is virtually certain of receipt. As a consequence of various extensions granted to Main to
make payment of the second instalment, Main has paid extension payments to the company amounting to R 7.4 million,
which have been recognised in profit and included in “Other income” in the Statement of Comprehensive Income.
Disclosure of Contingent Liabilities
In December 2012, an application by current and former mineworkers (who claim to have contracted silicosis on certain
gold mines in South-Africa) was issued against R&E and twenty nine other Respondents. A notice of intention to oppose
the application was filed by R&E in February 2013, and in due course an answering affidavit will be served. At this stage,
no damages have been quantified by the Applicants against R&E and R&E is not able to determine its potential liability if
any, arising from the application.
11. Related party transactions
There were no related party transactions during the period under review other than in the normal course of business,
i.e. key management remuneration.
12. Events after reporting date
There were no significant events between the reporting date and the approval date of these results.
Directors
#
DC Kovarsky (Chairman)**, M Steyn (CEO)*, V Botha*, MB Madumise , JH Scholes**
#
(*Executive, **Independent non-executive, Resigned 23 March 2012 independent non-executive)
Company Secretary
V Botha CA (SA)
Transfer secretaries
Computershare Investor Services (Pty) Ltd
(Registration number 2004/003647/07)
70 Marshall Street, Johannesburg, 2001
Sponsor
PSG Capital
First Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600
25 March 2013
Date: 25/03/2013 01:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
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