As filed with the Securities and Exchange Commission on October 7, 2009. Registration No. 333-129147
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
THE SECURITIES ACT OF 1933
For Depositary Shares
RANDGOLD RESOURCES LIMITED
(Exact name of issuer of deposited securities as specified in its charter)
(Translation of issuer's name into English)
Jersey, Channel Islands
(Jurisdiction of incorporation or organization of issuer)
THE BANK OF NEW YORK MELLON
(Formerly known as The Bank of New York)
(Exact name of depositary as specified in its charter)
One Wall Street New York, N.Y. 10286
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
The Bank of New York Mellon
One Wall Street, 29th Floor
New York, New York 10286
(Address, including zip code, and telephone number, including area code, of agent for service)
Peter B. Tisne, Esq.
Emmet, Marvin & Martin, LLP
New York, New York 10271
It is proposed that this filing become effective under Rule 466
[ ] immediately upon filing
[ ] on ( Date ) at ( Time ).
If a separate registration statement has been filed to register the deposited shares, check the following box. [ ]
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The prospectus consists of the form of American Depositary Receipt included as Exhibit A to the form of Amended and Restated Deposit Agreement filed as Exhibit 1 to this Registration Statement, which is incorporated herein by reference.
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INFORMATION REQUIRED IN PROSPECTUS
Item - 1.
Description of Securities to be Registered
Cross Reference Sheet
Item Number and Caption
Location in Form of Receipt
Name and address of depositary
Title of American Depositary Receipts and identity of deposited securities
Face of Receipt, top center
Terms of Deposit:
(i) The amount of deposited securities represented by one unit of American Depositary Receipts
Face of Receipt, upper right corner
(ii) The procedure for voting, if any, the deposited securities
Articles number 15, 16 and 18
(iii) The collection and distribution of dividends
Articles number 4, 12, 13, 15 and 18
(iv) The transmission of notices, reports and proxy soliciting material
Articles number 11, 15, 16 and 18
(v) The sale or exercise of rights
Articles number 13, 14, 15 and 18
(vi) The deposit or sale of securities resulting from dividends, splits or plans of reorganization
Articles number 12, 13, 15, 17 and 18
(vii) Amendment, extension or termination of the deposit agreement
Articles number 20 and 21
(viii) Rights of holders of Receipts to inspect the transfer books of the depositary and the list of holders of Receipts
Article number 11
(ix) Restrictions upon the right to deposit or withdraw the underlying securities
Articles number 2, 3, 4, 5, 6, 8
(x) Limitation upon the liability of the depositary
Articles number 14, 18, 19, 21 and 25
3. Fees and Charges
Articles number 7 and 8
Item - 2.
Public reports furnished by issuer
Article number 11
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INFORMATION NOT REQUIRED IN PROSPECTUS
Item - 3.
Form of Amended and Restated Deposit Agreement dated as of __________, 2009, among Randgold Resources Limited, The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Shares issued thereunder. - Filed herewith as Exhibit 1.
Any other agreement to which the Depositary is a party relating to the issuance of the Depositary Shares registered hereby or the custody of the deposited securities represented. - Not Applicable.
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. See (a) above.
Opinion of Emmet, Marvin & Martin, LLP, counsel for the Depositary, as to legality of the securities to be registered. Filed previously.
Certification under Rule 466. Not applicable.
Item - 4.
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty days before any change in the fee schedule.
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on October 7, 2009.
Legal entity created by the agreement for the issuance of American Depositary Shares for ordinary shares of Randgold Resources Limited.
The Bank of New York Mellon,
/s/ Joanne F. Di Giovanni
Name: Joanne F. Di Giovanni
Title: Vice President
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Pursuant to the requirements of the Securities Act of 1933, Randgold Resources Limited has caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, in St. Helier, Jersey, on October 7, 2009.
RANDGOLD RESOURCES LIMITED
By: /s/ D. Mark Bristow
Name: D. Mark Bristow
Title: Chief Executive Officer
Each person whose signature appears below hereby constitutes and appoints D. Mark Bristow and Graham P. Shuttleworth, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead in any and all capacities the Registration Statement and any and all amendments thereto (including post-effective amendments) and any documents in connection therewith, and to file the same with the Securities and Exchange Commission, granting unto each of said attorneys full power to act with or without the other, and full power and authority to do and perform, in his or her name and on his or her behalf, every act whatsoever which such attorneys, or any one of them, may deem necessary or desirable to be done in connection therewith as fully and to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on October 7, 2009.
/s/ D. Mark Bristow
Chief Executive Officer and Director
D. Mark Bristow
(principal executive officer)
/s/ Graham P. Shuttleworth
Chief Financial Officer, Finance Director and Graham P. Shuttleworth
Director (principal financial officer)
/s/ Tania de Welzim
Chief Accounting Officer and Group Financial
Tania de Welzim
Manager (principal accounting officer)
/s/ Philippe Liétard
Chairman of the Board and Director
/s/ Norborne P. Cole, Jr.
Norborne P. Cole, Jr.
/s/ Christopher L. Coleman
Christopher L. Coleman
/s/ Robert I. Israel
Director and Authorized Representative
Robert I. Israel
in the United States
/s/ Karl Voltaire
/s/ Jonathan K. Walden
Jonathan K. Walden
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INDEX TO EXHIBITS
Form of Amended and Restated Deposit Agreement dated as of ___________, 2009 among Randgold Resources Limited, The Bank of New York Mellon as Depositary, and all Owners and holders from time to time of American Depositary Shares issued thereunder.
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