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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”)

 

COMMENTARY TO THE SUMMARISED GROUP FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014

GENERAL

The board of R&E is pleased to announce the audited results for the year ended 31 December 2014. Mr Van Zyl Botha CA(SA), financial director, is responsible for the annual financial statements and these summarised annual results and has supervised the preparation thereof in conjunction with Mrs Mandrie Steyn CA(SA) (group financial manager).

INCOME

The majority of the income recognised is mainly as a result of settlements and recoveries of R158.9 million and interest earned of R13.3 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 R2.27 at 31 December 2014.

CASH FLOW

R&E started the year under review with a cash and cash equivalent balance of R201.1 million.
Operating activities yielded net cash of R124.6 million, primarily as a result of settlements received of R158.9 million offsetting cash utilised in operations of R34.3 million.
Investing activities utilised cash outflows of R1.3 million, primarily from the net acquisition of investments in equity securities of R1.3 million.
R&E remains in a healthy cash position with R173.9 million in cash and cash equivalents at 31 December 2014.

OUTLOOK

The outlook for 2015 is largely dependent on the progress and outcome of current legal matters. 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.

David Kovarsky
Chairman

Marais Steyn
Chief executive officer


Johannesburg
20 March 2015

SUMMARISED GROUP STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 DECEMBER 2014

 
Notes
Audited
2014
R'000
Audited
2013
R'000
Revenue
64
75
(Loss)/profit on disposal of investments
(102)
135
Recoveries
7
158 903
22 136
Other income
60
3 027
Personnel expenses
(15 521)
(6 429)
Profit on disposal of prospecting rights
6
-
1 076
Change in fair value of held-for-trading investments
(191)
(127)
Change in fair value of cash investments
(2 364)
355
Other operating expenses
(17 743)
(24 706)
Profit/(loss) from operating activities
123 106
(4 458)
Finance income
13 341
11 419
Profit before taxation
136 447
6 961
Taxation
-
-
Profit for the year
136 447
6 961
Other comprehensive income
Items of other comprehensive income that will not be subsequently reclassified to profit or loss Actuarial gains
105
4 073
Taxation
-
-
Total comprehensive income for the year
136 552
11 034
Profit attributable to:
Owners of the company
136 447
6 961
Profit for the year
136 447
6 961
Total comprehensive income attributable to:
Owners of the company
136 552
11 034
Total comprehensive income for the year
136 552
11 034
Basic and diluted earnings per share (cents)
8
191
10

SUMMARISED GROUP STATEMENT OF FINANCIAL POSITION AT 31 DECEMBER 2014

 
Audited
2014
R'000
Audited
2013
R'000
Assets
Non-current assets
86
124
Equipment
37
75
Intangible assets
49
49
Current assets
177 348
204 360
Investment in equity securities
2 259
1 170
Trade and other receivables
1 134
2 030
Cash and cash equivalents
173 955
201 160
Total assets
177 434
204 484
Equity and liabilities
Shareholders' equity
162 397
186 912
Ordinary share capital
746
746
Retained earnings
161 651
186 166
Liabilities
Non-current liabilities
Post-retirement medical benefit obligation
13 753
15 547
Current liabilities
Trade and other payables
1 284
2 025
Total equity and liabilities
177 434
204 484

SUMMARISED GROUP STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 DECEMBER 2014

 
Audited
31 December 2014
R'000
Audited
31 December 2013
R'000
Attributable to equity holders of the company
Ordinary share capital
746
746
Retained earnings
161 651
186 166
Balance at the beginning of the period
186 166
175 132
Dividend paid (225 cents per share)
(161 067)
-
Profit and total comprehensive income for the year
136 552
11 034


SUMMARISED GROUP STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 31 DECEMBER 2014

 
Audited
31 December 2014
R'000
Audited
31 December 2013
R'000
Profit before taxation
136 447
6 961
Adjusted for:
Loss/(profit) on disposal of investments
102
(135)
Profit on disposal of prospecting rights
-
(1 076)
Change in fair value of held-for-trading investments
191
127
Loss on impairment of other assets
-
65
Depreciation
38
50
Post-retirement medical benefit obligation -interest cost
1 119
2 391
Interest received
(13 341)
(11 419)
Dividends received
(64)
(75)
Working capital changes
155
(13)
Cash generated/(utilised) in operations
124 647
(3 124)
Interest received
13 341
11 419
Taxation received
-
184
Cash flows from operating activities
135 180
(15 060)
Cash flows from investing activities
(1 318)
2 303
Dividends received
64
75
Proceeds on disposal of prospecting rights
-
1 500
Acquisition of investment in equity securities
(2 458)
(464)
Proceeds on disposal of investment in equity securities
1 076
1 192
Cash flow from financing activities
(161 067)
-
Dividend paid
(161 067)
-
Decrease in cash and cash equivalents
(27 205)
(12 757)
Cash and cash equivalents at the beginning of the year
201 160
213 917
Cash and cash equivalents at the end of the year
173 955
201 160

NOTES TO THE SUMMARISED GROUP FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2014

1.REPORTING ENTITY
R&E is a company domiciled and incorporated in the Republic of South Africa. The summarised group annual financial statements of the company for the year ended 31 December 2014 include the company and its subsidiaries
(together referred to as "the group").

2.BASIS OF PREPARATION
The summarised group financial statements are prepared in accordance with the requirements of the JSE Limited Listings Requirements for abridged reports, and the requirements of the Companies Act applicable to summary
financial statements. The Listings Requirements require abridged reports to be prepared in accordance with the framework concepts and the measurement and recognition requirements of International Financial Reporting
Standards (IFRS) and the SAICA Financial Reporting Guides as issued by the Accounting Practices Committee and Financial Pronouncements as issued by the Financial Reporting Standards Council and to also, as a minimum,
contain the information required by IAS 34 Interim Financial Reporting.

3.SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied in the preparation of the group financial statements, from which the summarised group financial statements were derived, are in terms of International Financial Reporting Standards and
are consistent with the accounting policies applied in the preparation of the previous group annual financial statements. The accounting policies have been applied consistently by all group entities.

4.INDEPENDENT AUDIT BY THE AUDITOR
These summarised group financial statements for the year ended 31 December 2014 have been extracted from the complete set of annual financial statements on which the auditors, KPMG Inc, have expressed an unqualified
audit opinion, dated 20 March 2015. The auditor's report and annual financial statements, which have been summarised in this report, are available for inspection at the registered office of the company. This abridged
reportis extracted from audited information, but is not itself audited. The directors take full responsibility for the preparation of this report and that the financial information has been correctly extracted from the
underlying annual financial statements.

5.SEGMENT REPORTING
The group operates in a single operating segment as an investment holding company with assets in the mining industry.

6.PROSPECTING RIGHTS
During 2013 R&E disposed of certain of its prospecting rights which had a R0.4 million carrying value for R1.5 million. R&E has entered into two agreements for the sale of certain of its prospecting rights, with nil
carrying values, to third parties. In terms of the agreements, however, there were a number of conditions precedent outstanding at year-end and the disposals have therefore not been recognised as yet.

7.RECOVERIES
R&E concluded a settlement agreement with PricewaterhouseCoopers Incorporated (PwC) on 16 April 2014 in terms of which R150 million was payable by PwC to R&E. The settlement related to the group's claim against PwC for
damages and was implemented. Shareholders are referred to the announcements made by the company on 16 April 2014 relating to this settlement as well as to the voluntary circular published by the company on 30 April 2014.
R&E recognised the final payment of R 150 million received in cash during June 2014.

8.EARNINGS PER SHARE

Earnings per share
2014
Per share
(in cents)
2013
Per share
(in cents)

Basic earnings and diluted earnings per ordinary share

The calculation of basic and diluted earnings per ordinary share is based on earnings of
R136.4 million (2013: earnings of R6.9 million) attributable to ordinary shareholders of the
company and a weighted average of 71 585 172 (2013: 71 585 172) shares in issue.

191
10

Headline earnings and diluted headline earnings per share

The calculation of the headline earnings and diluted headline earnings per share is based on
headline earnings of R136.4 million (2013: headline earnings of R5.8 million) attributable to equity
holders of the company and a weighted average of 71 585 172 (2013: 71 585 172) ordinary shares
in issue.

Reconciliation between basic earnings for the year and headline earnings

191
8
Profit for the year attributable to equity holders of the company
136 447
6 961
Adjusted for:
Profit on disposal of prospecting rights
-
(1 076)
Headline earnings for the year attributable to equity holders of the company
136 447
5 885

9.NET ASSET AND TANGIBLE NET ASSET VALUE PER SHARE

The net asset value per share is calculated using the following variables:

 
31 December
2014
31 December
2013

Net asset value (R'000)
162 397
186 912
Ordinary shares outstanding
71 585 172
71 585 172
Net asset value per share (cents)
227
261
Net tangible asset value per share (cents)
227
261

The number of shares outstanding at 31 December 2014 and 31 December 2013 has been adjusted for the 2 999 893 treasury shares held.

10.MATERIAL CHANGES
The directors declared a gross special cash dividend of 225 cents per share, funded by income reserves, on 26 June 2014, to be paid on 28 July 2014 to those shareholders of the company who were recorded in the
company's register on 25 July 2014.

11.RELATED PARTY TRANSACTIONS
There were no related party transactions during the period under review other than in the normal course of business. Key management remuneration for the current year was R12.4 million which includes bonus payments to executive directors of R8.4 million (2013: R4.1 million remuneration - no bonus payments).

12.EVENTS AFTER REPORTING DATE
There were no significant events between the reporting date and the approval date of these results.

13. NOTICE OF ANNUAL GENERAL MEETING
Shareholders are advised that the annual general meeting of R&E will be held at MW Business Centre, Michelangelo Hotel, Mandela Square, Sandton, at 11:00 on Wednesday, 6 May 2015. A copy of the notice of the annual general meeting incorporating the summarised group financial statements will be distributed to shareholders on 24 March 2015. The date on which shareholders must be recorded in the Share Register maintained by the transfer secretaries, for purposes of being entitled to attend and vote at the annual general meeting is Thursday, 30 April 2015, with last day to trade being Wednesday, 22 April 2015.


Directors
DC Kovarsky (Chairman)**, M Steyn (CEO)*, V Botha*, P Burton**, JH Scholes**
(*Executive, **Independent non-executive)

Company secretary
V Botha CA(SA)

Transfer secretaries
Computershare Investor Services (Pty) Ltd
70 Marshall Street, Johannesburg, 2001
(Registration number 2004/003647/07)

Sponsor
PSG Capital
First Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600