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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”)

 

Condensed report of historical financial information of the Free State Development and Investment Corporation Limited (“FSD”)

Introduction

Shareholders are referred to the announcement on SENS on 12 May 2010 and to the circular distributed to shareholders on such date containing details regarding the exercise by R&E of the security provided by JCI Gold Limited (“JCI gold”) a subsidiary of JCI Limited, to R&E in respect of an outstanding loan due by JCI Gold to R&E of R 161 960 265.  R&E as a result of the exercise of the security against such loan became the beneficial owner of 6 690 610 FSD shares (“FSD excussion”), the full and further details of which are set out in the aforementioned circular. The JSE Limited has requested R&E, following its ruling requiring the shareholders of R&E to ratify the FSD excussion by way of ordinary resolution, to publish, on SENS, the condensed audited historical financial information of FSD (registration number 1944/016931/06), for the years ended 31 December 2007, 2008 and 2009. Copies of the signed audited annual financial statements of the FSD Group are available for inspection at the registered office of R&E during normal business hours.

CONDENSED REPORT OF HISTORICAL FINANCIAL INFORMATION

This report has been extracted from the consolidated financial statements of FSD and its subsidiaries (“FSD Group”) which have been prepared in accordance with IFRS and in compliance with the Companies Act, as amended. The basis of preparation has been consistently applied, except where otherwise indicated. These financial statements were audited by KPMG Inc, who issued an unqualified audit opinion in respect of the financial statements.

Statement of financial position

 

31 December

31 December

31 December

 

2009

2008

2007

 

R’000

R’000

R’000

Assets

 

 

 

Non-current assets

474

225 279

118 772

Intangible assets

474

474

474

Loans receivable

-

224 805

118 298

Current assets

556 370

294 323

433 660

Trade and other receivables

640

2 634

-

Loans receivable

261 629

19 957

-

Cash and cash equivalents

294 101

271 732

433 660

Total assets

556 844

519 602

552 432

Equity and liabilities

 

 

 

Capital and reserves

541 644

502 403

458 533

Ordinary share capital

2 223

2 223

2 223

Share premium

9 272

9 272

9 272

Capital redemption reserves

28

28

28

Retained earnings

530 121

490 880

447 010

Current liabilities

15 200

17 199

93 899

Loans payable

-

3 560

3 857

Trade and other payables

4

-

60 249

Income tax payable

15 196

13 639

29 793

Total equity and liabilities

556 844

519 602

552 432

Statement of comprehensive income

 

2009

2008

2007

 

R’000

R’000

R’000

Revenue

15 200

6 730

-

Other operating income

-

-

395 000

Operating expenses

(2 569)

(2 549)

(5 746)

Results from operations

12 631

4 181

389 254

Finance income

38 257

56 271

17 009

Profit before taxation

50 888

60 452

406 263

Income tax expense

(11 647)

(16 582)

(20 674)

Profit and total comprehensive income for the year

39 241

43 870

385 589

Statements of changes in equity

 

Ordinary
share capital

Share
premium

Capital
redemp-tion
reserves

Retained
earnings

Total
share-holders
equity

Non-controlling
share-holders
interest

Total
equity

 

R’000

R’000

R’000

R’000

R’000

R’000

R’000

Balance at 1 January 2007

2 223

9 272

28

56 279

67 802

-

67 802

Loan acquired for no conside-ration

-

-

-

5 142

5 142

-

5 142

Profit for the year

-

-

-

385 589

385 589

-

385 589

Balance at 31 December 2007

2 223

9 272

28

447 010

458 533

-

458 533

Profit for the year

-

-

-

43 870

43 870

-

43 870

Balance at 31 December 2008

2 223

9 272

28

490 880

502 403

-

502 403

Profit and total comprehen-sive income for the year

-

-

-

39 241

39 241

-

39 241

 

2 223

9 272

28

530 121

541 644

-

541 644

Statement of cash flows

 

2009

2008

2007

 

R’000

R’000

R’000

Cash flows from operating activities

(9 699)

(68 052)

60 166

Cash (utilised in)/generated by operating activities

(571)

(65 432)

54 506

Taxation paid

(10 090)

(32 736)

-

Interest received

962

30 116

5 660

Cash flows from investing activities

35 628

(93 876)

369 761

Dividends received

15 200

6 730

-

Loans advanced

(114 922)

(129 354)

(28 000)

Loans repaid

135 350

28 748

2 761

Proceeds from disposal of prospecting rights

-

-

395 000

Cash flows from financing activities

(3 560)

-

3 733

Loans repaid

(3 560)

-

-

Loan received from holding company

-

-

3 733

Increase/(decrease) in cash and cash equivalents

22 369

(161 928)

433 660

Cash and cash equivalents at beginning of the year

271 732

433 660

-

Cash and cash equivalents at end of the year

294 101

271 732

433 660

 

COMMENTARY

The FSD Group results for the 2009 year were positive, showing net income of R50,9 million before taxation. This is mainly as a result of finance income earned on funds invested and loans to the JCI group.

The net profit for the 2009 year is R39,2 million (2008: R43,8 million; 2007: R385,6 million) resulting in earnings of 177 cents per share (2008: 197 cents; 2007: 1 735 cents). The earnings per share calculation takes into account an amount of 22 226 597 shares which remained unchanged during all periods. There was no change in the number of shares in issue during the reporting period.

No dividends were declared by the FSD Group during any of the periods reported on.

The major assets of the FSD Group at 31 December 2009 consist of cash and secured loans.

The FSD Group’s prospecting rights are stated at cost less impairments as there is currently insufficient geological information to allow FSD to declare the resources or reserves.

Total Group assets amount to R556,8 million (2008: R519,6 million; 2007: R552,4 million). The net asset value per share at 31 December 2009 was 2 437 cents (2008: 2 260 cents; 2007: 2 063 cents) and the net tangible asset value per share at 31 December 2009 was 2 435 cents (2008: 2 258 cents; 2007: 2 061 cents).

The Group was in a positive cash position at 31 December 2009, with cash and cash equivalents reaching R294,1 million at year-end (2008: R271,7 million; 2007: R433,7 million).

Johannesburg
21 May 2010

Sponsor and corporate advisor:
PSG Capital (Pty) Limited