Analysts cautiously welcomed the Randgold & Exploration Company’s black empowerment foray this week, saying the novel asset-swap element in its R235-million deal with consortium Phikoloso Mining was a positive development.
“Phikoloso” means “turn around” in Sotho.
The New York Nasdaq listed Randgold is to issue 8,8-million new ordinary shares, valued at R268-million, to Phikoloso, which, in return, will transfer its mining-related assets to Randgold.
As a result, the broad-based Phikoloso Mining will hold a 17% interest in its established counterpart.
Among the assets Randgold and Exploration will acquire through this process are holdings in Anglo Platinum (200 000 shares), Harmony Gold (300 000 shares) and Afrikander Lease (7,3-million shares), as well as a par- ticipation in Kabusha Mining and Finance, which owns 23-million shares in Afrikander Lease.
Vuyo Jack, CE of Empowerdex, an economic empowerment rating agency, told the Mail & Guardian that while the asset-swap arrangement helped Phikoloso to gain part ownership — instead of having to rely on a bank loan — this was just one component of empowerment.
Other aspects, such as the extent of skills development that the deal would facilitate, would only become clear at a later stage.
The Randgold board is to be reconstituted under chairperson Roger Kebble to include Lunga Ncwana, who heads Ituseng Mining and Phikoloso; Chris Nissen, head of New Line Investments and chairperson of the Cape Chamber of Commerce; advocate Brenda Madumise, head of the women’s empowerment group, Khomelela; and JCI chief executive Brett Kebble.
Other members of the consortium include Lembede Mining, headed by Songezo Mjongile, a diversified investment company formed by the South African Youth Development Trust. Marothodi Resources, an empowerment mining group headed by Thelma Mathamelo already holds a substantial stake in Randgold’s mineral rights business Minrico.
Other consortium members with mining interests are Ikamva, headed by Sharif Pandor, with interests in mineral rights and in platinum and Qaqambile Capital Holdings, a group of black mining professionals headed by Khanyisa Magwentshu.
Diversified empowerment consortium members are Leswikeng, headed by Herman Mashaba and Innovage, headed by Dennis Mashabela.
The consortium also features two women’s empowerment groupings: Khomelela, formed by a group of professional women with backgrounds in information technology, project finance, law, management consulting and corporate finance, headed by Brenda Madumise and Dyambu, a broad-based women’s empowerment company, headed by Hilda Ndude, with investments in telecommunications, property and construction.
“This deal provides Phikoloso Mining with a unique opportunity for significant, genuine and sustainable black economic empowerment participation in the mining industry,” Ncwana said. He added that it gave the consortium a stake in Randgold’s highly successful international gold business, Randgold Resources, and in the “upside” of its South African operation, Minrico.
Ncwana also believes the “wide range of technical skills available from Randgold Resources, Roger Kebble’s mentoring role and Brett Kebble’s dealmaking and financing expertise, will support the development of the resource opportunities and future deals Phikoloso Mining will bring to Randgold and Exploration”.
Ncwana said the consortium’s mining interests will be consolidated over the next six to 12 months into three categories: gold, platinum and diamonds. He would not, however, divulge the current stakes held by the consortium members in these categories.
Brett Kebble said the transaction opened the way for Randgold to become the vehicle for all JCI’s mining interests, with JCI focusing on its empowerment financing objectives.
“It creates a true New South African resource business, aligned with the principles of the New Partnership for Africa’s Development as well as the requirements of the Mining Charter,” he said.
Randgold & Exploration recently also concluded a deal in which it gave Marothodi Resources — now a member of the Phikoloso consortium — a 26% stake in its mineral rights management company, Minrico.
Kebble said the plan was to increase the black empowerment equity stake in Randgold to 26% over time, in order to fully meet the requirements of the Mining Charter.
US investors will remain the largest shareholder group in Randgold & Exploration, after the new issue of shares with 27,74% of the equity (currently 33,71%). JCI will hold 18,33% compared to the current 22,28%.