28th Nov 2007 07:01
Randgold Resources Ld28 November 2007 This announcement is not for release, publication or distribution, directly orindirectly, in or into the United States, Canada, South Africa, Australia, Japanor any jurisdiction in which the same would be unlawful. This announcement isnot an offer of securities in the United States, Canada, South Africa,Australia, Japan or any jurisdiction in which the same would be unlawful. RANDGOLD RESOURCES LIMITEDIncorporated in Jersey, Channel IslandsReg. No. 62686LSE Trading Symbol: RRSNasdaq Trading Symbol: GOLD("Randgold Resources" or the "Company") GLOBAL OFFER OF 6,000,000 NEW SHARES London, 27 November 2007 (LSE: RRS) (Nasdaq: GOLD) - The board of directors ofRandgold Resources (the "Board") today announces a global offer (the "GlobalOffer") of 6,000,000 new ordinary shares of US$0.05 each in the capital ofRandgold Resources in the form of ordinary shares or American Depositary Shares("ADS") (the "New Shares"). The New Shares will rank pari passu with theexisting ordinary shares in all respects. The Global Offer will be conducted through a bookbuilding process and is notsubject to shareholder approval. The price at which the New Shares are issuedis expected to be determined and announced as soon as practicable after theGlobal Offer closes. The Board expects to use the net proceeds from the Global Offer for thedevelopment of the Tongon project and other organic and corporate opportunities,including possible acquisitions. Randgold Resources is a gold mining and exploration business, the activities ofwhich are focused on West and East Africa, including mining operations at theLoulo and Morila mines in Mali. Current projects include the Yalea undergrounddevelopment at Loulo and the feasibility stage Tongon project in Cote d'Ivoire.The Company also has exploration programs in Mali, Cote d'Ivoire, Burkina Faso,Ghana, Senegal and Tanzania. Randgold Resources' ordinary shares are listed onthe London Stock Exchange under the ticker "RRS" and its American DepositaryShares are listed on the Nasdaq Global Select Market under the ticker "GOLD".HSBC Bank plc ("HSBC") is acting as the financial advisor, sole global co-ordinator, joint bookrunner and underwriter in connection with the Global Offer. Citigroup Global Markets Limited is acting as the joint bookrunner andunderwriter for the Global Offer. HSBC and Citigroup Global Markets Limited(together, the "Representatives") are acting as representatives of certain otherunderwriters. Randgold Resources expects to grant the underwriters an over-allotment option to purchase up to 900,000 additional ordinary shares in theform of new ordinary shares or American Depositary Shares to cover over-allotments, if any. The Global Offer will take place outside the United States,Canada, South Africa, Australia and Japan in accordance with the terms andconditions set out in the Appendix to this announcement. Assuming the exercise of the over-allotment option in full, the New Shares willrepresent approximately 9.95 per cent. of Randgold Resources' current issuedshare capital. There has been no equity fund raising exercise by RandgoldResources in the 12 months immediately preceding the date of this announcement. Application will be made for the New Shares to be admitted to the Official Listmaintained by the UK Listing Authority and to be admitted to trading by LondonStock Exchange plc on its market for listed securities (together, "Admission"). The ADSs will trade on the Nasdaq Global Select Market. Settlement for the New Shares issued pursuant to the Global Offer, as well asAdmission, is expected to take place on 4 December 2007. The Company has filed with the US Securities and Exchange Commission aregistration statement on Form F-3 in relation to the New Shares, which documentconstitutes a prospectus for the purposes of the Companies (Jersey) (GeneralProvisions) Order 2002 (together with any amendments thereto, the "RegistrationStatement"). Copies of the Registration Statement are available fromwww.sec.gov from the time of this announcement. This summary should be read in conjunction with the full text of the following announcement. ENQUIRIES:Randgold ResourcesMark Bristow, Chief Executive Tel: +44 7880 711386 +44 7797 752288Graham Shuttleworth, Financial Director Tel: +44 7796 144438 +44 20 7557 7730Kathy du Plessis, Investor & Media Relations Tel: +44 20 7557 7738 Email: [email protected] HSBC Bank plc Tel: +44 20 7991 8888(Financial adviser, sole global co-ordinator, joint bookrunner and underwriter to the Global Offer)Adrian CoatesJan SandersCharles Spencer Citigroup Global Markets Limited Tel: +44 20 7986 4000(Broker, joint bookrunner and underwriter to the Global Offer)Tom Reid Tel: +44 20 7986 0515Andrew Forrester Tel: +44 20 7986 8729 This announcement does not constitute an offer to sell or the solicitation of anoffer to buy, the New Shares in the United States, Canada, South Africa,Australia or Japan or any jurisdiction in which the same would be unlawful. Thesecurities may not be offered or sold in the United States absent registrationor an exemption from registration under the US Securities Act of 1933, asamended. Any public offering of securities to be made in the United States isbeing made by means of the Registration Statement which contains detailedinformation about the Company and management, as well as financial statements. There will be no public offer of New Shares in the United Kingdom or elsewhereoutside the United States. No money, securities or other consideration is beingsolicited and, if sent in response to the information herein, will not beaccepted. Save as expressly set out, this announcement does not constitute an offer orinvitation to underwrite, subscribe for or otherwise acquire or dispose of anysecurities or investment advice in any jurisdiction. Past performance is noguide to future performance. Persons needing advice should consult anindependent financial adviser. The distribution of this announcement and the offering or sale of the New Sharesin certain jurisdictions may be restricted by law. No action has been taken bythe Company or the Representatives that would permit an offering of the NewShares or possession or distribution of this announcement or any other offeringor publicity material relating to the New Shares in any jurisdiction whereaction for that purpose is required. Persons into whose possession thisannouncement comes are required by the Company and the Representatives to informthemselves about, and to observe, any such restrictions. This announcement is only addressed to and directed at persons in member statesof the European Economic Area ("EEA") who are "qualified investors" ("QualifiedInvestors") within the meaning of Article 2(1)(e) of the EU Prospectus Directive(Directive 2003/71/EC) (the "Prospectus Directive"). Any person in the EEA whoacquires any securities in the Global Offer or to whom any offer of securitiesis made will be deemed to have acknowledged and agreed that they are such aQualified Investor. In the case of any securities acquired by a financial intermediary as that termis used in Article 3(2) of the Prospectus Directive, such financial intermediarywill also be deemed to have represented and warranted that the securitiesacquired by it in the Global Offer have not been acquired on a non-discretionarybasis on behalf of, nor have they have been acquired with a view to their offeror resale to, persons in circumstances which may give rise to an offer ofsecurities to the public other than an offer or resale in a member state of theEEA which has implemented the Prospectus Directive to Qualified Investors or incircumstances in which the prior consent of the Representatives has been givento each such proposed offer or resale. The Company and the Representatives and their respective affiliates, will relyupon the truth and accuracy of the foregoing representations, warranties,acknowledgements and agreements. Certain statements in this announcement are forward-looking statements. Suchstatements speak only as at the date of this announcement, are based on currentexpectations and beliefs and, by their nature, are subject to a number of knownand unknown risks and uncertainties that could cause actual results andperformance to differ materially from any expected future results or performanceexpressed or implied by the forward-looking statement. The informationcontained in this announcement is subject to change without notice and neitherthe Company nor the Representatives assume any responsibility or obligation toupdate publicly or review any of the forward-looking statements containedherein. This announcement has been issued by and is the sole responsibility of theCompany. The Representatives and their respective affiliates and agents shallhave no liability for any information contained in it relating to the Company. HSBC and Citigroup Global Markets Limited, each of which is authorised andregulated in the United Kingdom by the Financial Services Authority, are actingexclusively for the Company and no one else in connection with the Global Offerand will not be responsible to anyone other than the Company for providing theprotections afforded to its clients nor for providing advice in relation to theGlobal Offer or in relation to the contents of this announcement or for anyother transaction, arrangement or matters referred to in this announcement. APPENDIX: TERMS AND CONDITIONS OF THE GLOBAL OFFER THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, "THIS ANNOUNCEMENT"), ISNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOTHE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY JURISDICTIONIN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OFSECURITIES IN THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANYOTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. IMPORTANT INFORMATION ON THE GLOBAL OFFER FOR PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE GLOBAL OFFER. THISANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGINGAND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSAND WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000(FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR ARE PERSONS WHOFALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATEDASSOCIATIONS, ETC. ") OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BECOMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANTPERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUSTNOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONSDISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DOSO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMSAND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOTCONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACINGSHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM,OTHER THAN TO QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN ARTICLE2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC, WHICH INCLUDES LEGAL ENTITIESWHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY OR ENTITIES WHICH ARENOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES. Persons who are invited to and who choose to participate in the Global Offer bymaking an oral offer to take up New Shares, will be deemed to have read andunderstood this Announcement in its entirety and to be making such offer on theterms and conditions, and to be providing the representations, warranties,acknowledgements and undertakings, contained in this Appendix. In particular,unless otherwise agreed in writing, each such Placee represents, warrants andacknowledges that it is a Relevant Person and undertakes that it will acquire,hold, manage or dispose of any New Shares that are allocated to it for thepurposes of its business; and is outside the United States, within the meaningof Regulation S under the Securities Act. This announcement does not constitute an offer to sell or the solicitation of anoffer to buy, the New Shares in the United States, Canada, South Africa,Australia or Japan or any jurisdiction in which the same would be unlawful. Thesecurities may not be offered or sold in the United States absent registrationor an exemption from registration under the US Securities Act of 1933, asamended. Any public offering of securities to be made in the United States isbeing made by means of the Registration Statement, which contains detailedinformation about the Company and management, as well as financial statements. There will be no public offer of New Shares in the United Kingdom or elsewhereoutside the United States. No money, securities or other consideration is beingsolicited and, if sent in response to the information herein, will not beaccepted. The distribution of this announcement and the offering or sale of the New Sharesin certain jurisdictions may be restricted by law. No action has been taken bythe Company or the Representatives that would permit an offering of suchordinary shares or possession or distribution of this announcement or any otheroffering or publicity material relating to such ordinary shares in anyjurisdiction where action for that purpose is required. Persons into whosepossession this announcement comes are required by the Company and theRepresentatives to inform themselves about and to observe any such restrictions. Details of the Underwriting Agreement and the New Shares The New Shares will, when issued, be credited as fully paid and will rankequally in all respects with the existing issued Ordinary Shares, including theright to receive all dividends and other distributions declared, made or paid inrespect of the Ordinary Shares after the date of issue of the New Shares. In this Appendix, unless the context otherwise requires, "Placee" means aRelevant Person (including individuals, funds or others) by whom or on whosebehalf a commitment to take up New Shares has been given pursuant to the termsof this announcement. Application for listing and admission to trading Application will be made to the FSA for admission of the New Shares to theOfficial List maintained by the FSA (the "Official List") and to London StockExchange plc for admission to trading of the New Shares on its market for listedsecurities. It is expected that dealings in the New Shares will commence nolater than 4 December 2007. Participation in, and principal terms of, the Global Offer Each Placee's allocation will be confirmed to Placees orally by a Representativefollowing the close of the Global Offer, and a trade confirmation will bedispatched as soon as possible thereafter. A Representatives' oral confirmationto such Placee will constitute an irrevocable legally binding commitment uponsuch person (who will at that point become a Placee) to accept the allotment andissue of the number of New Shares allocated to it at the Global Offer Price onthe terms and conditions set out in this Appendix and in accordance with theCompany's Memorandum and Articles of Association. Each Placee will also have an immediate, separate, irrevocable and bindingobligation, owed to the Representatives, to pay to them (or as they may direct)in cleared funds an amount equal to the product of the Global Offer Price andthe number of New Shares for which such Placee has agreed to subscribe. Conditions of the Global Offer The Global Offer will be conditional upon the global offering agreement to beentered into between the Company and the Representatives on behalf of theseveral underwriters (the "Underwriting Agreement") becoming unconditional andnot having been terminated in accordance with its terms. The obligations of the underwriters under the Underwriting Agreement will beconditional upon, inter alia: (a) the Global Offer Results Announcement being published through a Regulatory Information Service by the agreed time, expected to be by no later than 6.00 p.m. on 29 November 2007; and (b) Admission taking place by the agreed time, expected to be no later than 8.00 a.m. on 4 December 2007. (c) the warranties in the Underwriting Agreement being true and accurate and not misleading in all material respects at all times before Admission; and (d) the Company complying in all material respects with its obligations under the Underwriting Agreement. If (a) any of the conditions are not fulfilled or waived by the respective timeor date where specified (or such later time or date as the Representatives andthe Company may agree (b) any such condition becomes incapable of beingfulfilled and is not waived or (c) the Underwriting Agreement is terminated inthe circumstances specified below, the Global Offer will lapse and the Placees'rights and obligations hereunder shall cease and terminate at such time and eachPlacee agrees that no claim can be made by or on behalf of the Placee (or anyperson on whose behalf the Placee is acting) in respect thereof. By participating in the Global Offer you agree that your rights and obligationshereunder terminate only in the circumstances described above and will not becapable of rescission or termination by you. The Representatives reserve theright (with the agreement of the Company) to waive or to extend the time and /ordate for fulfilment of any of the conditions in the Underwriting Agreement. Anysuch extension or waiver will not affect Placees' commitments. TheRepresentatives shall have no liability to any Placee (or to any other personwhether acting on behalf of a Placee or otherwise) in respect of any decision itmay make as to whether or not to waive or to extend the time and/or date for thesatisfaction of any condition in the Underwriting Agreement. Right to terminate under the Underwriting Agreement The Representatives will be entitled, at any time before Admission, to terminatethe Underwriting Agreement in accordance with the terms of the UnderwritingAgreement in certain circumstances if: (a) the warranties in the Underwriting Agreement or any of them are not true and correct at Admission; (b) there has been a material adverse change in or affecting the general affairs, business, prospects, directors of the Company, executive officers of the Company, financial position, shareholders' equity or results of operations of the Company and its subsidiary undertakings taken as a whole; or (c) (i) trading generally shall have been suspended or materially limited on, inter alia, FINRA, the New York Stock Exchange or the London Stock Exchange (ii) there has been a suspension or material limitation in trading of securities of or guaranteed by the Company (iii) there has been a general moratorium on commercial banking activities in the United States or the United Kingdom a crisis or calamity or other change in political, financial, or economic conditions; (iv) there has been an outbreak or escalation of war or terrorism, declaration of or there is a declaration of war or national emergency by the United States or there has arisen any other outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis which in the Representatives' judgment is material and adverse and which makes it impractical to market the New Shares. By participating in the Global Offer you agree with the Representatives that theexercise by the Representatives of any right or termination or other discretionunder the Underwriting Agreement shall be within the absolute discretion of theRepresentatives and that the Representatives need make no reference to you andshall have no liability to you whatsoever in connection with any such exercise. Registration Statement and No FSA Prospectus The Company has filed a registration statement on Form F-3 in relation to theNew Shares, which document constitutes a prospectus for the purposes of theCompanies (Jersey) (General Provisions) Order 2002. Copies of the RegistrationStatement are available from (website) from the time of this announcement. No prospectus has been or will be submitted to be approved by the FSA inrelation to the New Shares and the Placees' commitments will be made solely onthe basis of the information contained in this Announcement, the Global OfferResults Announcement, the Registration Statement and any information publiclyannounced to a Regulatory Information Service by or on behalf of the Companyprior to the date of this Announcement (together, the "Publicly AvailableInformation"). Each Placee, by accepting a participation in the Global Offer,agrees that (a) it has been provided with a copy of, and shall be deemed to haveknowledge of the contents of, the Registration Statement; and (b) it has neitherreceived nor relied on any other information, representation, warranty orstatement made by or on behalf of the Representatives or the Company and theRepresentatives will not be liable for any Placee's decision to accept thisinvitation to participate in the Global Offer based on any other information,representation, warranty or statement. Each Placee acknowledges and agrees thatit has otherwise relied on its own investigation of the business, financial orother position of the Company in accepting a participation in the Global Offer.Nothing in this Announcement shall exclude the liability of any person forfraudulent misrepresentation. Registration and Settlement Settlement of transactions in the New Shares to be issued pursuant to theinvitation to participate contained in this Announcement will followingAdmission take place within the CREST system, subject to certain exceptions. TheRepresentatives reserve the right to require settlement for and delivery of theNew Shares to Placees in such other means that it deems necessary if delivery orsettlement is not possible within the CREST system within the timetable set outin this announcement or would not be consistent with the regulatory requirementsin the Placee's jurisdiction. If you are allocated any New Shares in the Global Offer pursuant to theinvitation to participate contained in this announcement you will be sent aconditional contract note confirming the contract concluded upon acceptance ofyour earlier oral offer and also confirming the Global Offer Price and theaggregate amount due in respect of your allocation of New Shares. Settlementwill be on a T+3 basis and is therefore expected to take place on 4 December 2007. Interest is chargeable daily on payments to the extent thatvalue is received after the due date at the rate of two percentage points aboveprevailing LIBOR as determined by the Representatives. If you do not comply with these obligations, the Representatives may sell yourNew Shares on your behalf and retain from the proceeds, for their own accountand benefit, an amount equal to the Global Offer Price plus any interest due.You will, however, remain liable for any shortfall below the Global Offer Priceand you may be required to bear any stamp duty or stamp duty reserve tax(together with any interest or penalties) which may arise upon any transactionin the New Shares on your behalf. If New Shares are to be delivered to a custodian or settlement agent, pleaseensure that the conditional contract note is copied and delivered immediately tothe relevant person within that organisation. Insofar as New Shares are registered in your name or that of your nominee or inthe name of any person for whom you are contracting as agent or that of anominee for such person, such New Shares will, subject as provided below, be soregistered free from any liability to UK stamp duty or stamp duty reserve tax.You will not be entitled to receive any fee or commission in connection with theGlobal Offer. Representations and Warranties By participating in the Global Offer each Placee (and any person acting on such Placee's behalf): 1. represents and warrants that it has read this Announcement, including the Appendix, in its entirety; 2. acknowledges that, save for the Registration Statement, no offering document or prospectus has been prepared in connection with the placing of the New Shares and represents and warrants that, save for the Registration Statement, it has not received a prospectus or other offering document in connection therewith; 3. acknowledges that the Ordinary Shares are listed on the Official List, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty; 4. acknowledges that neither the Representatives nor the Company nor any of their affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the New Shares or the Company other than this Announcement or the Registration Statement; nor has it requested any of the Representatives, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such information; 5. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither the Representatives nor any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Global Offer based on any information, representation or statement contained in this Announcement or the Registration Statement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the New Shares is contained in this Announcement, the Registration Statement and any information previously published by the Company by notification to a Regulatory Information Service, such information being all that it deems necessary to make an investment decision in respect of the New Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of the Representatives or the Company and neither the Representatives nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Global Offer based on any other information, representation, warranty or statement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Global Offer; 6. acknowledges that neither the Representatives nor any person acting on behalf of them nor any of their affiliates has or shall have any liability for any publicly available or filed information or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person; 7. represents and warrants that it is, or at the time the New Shares are acquired that it will be, the beneficial owner of such New Shares, or that the beneficial owner of such New Shares is not a resident of the United States, South Africa, Australia, Canada or Japan; 8. acknowledges that the New Shares have not been and will not be registered under the securities legislation South Africa, Australia, Canada or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within those jurisdictions; 9. represents and warrants that the issue to it, or the person specified by it for registration as holder, of New Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the New Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer New Shares into a clearance system; 10. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003 and the Money Laundering Regulations 2003 (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations; 11. if a financial intermediary, as that term is used in Article 3(2) of the EU Prospectus Directive 2003/71/EC, represents and warrants that the New Shares purchased by it in the Global Offer will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than qualified investors, or in circumstances in which the prior consent of the Representatives has been given to the offer or resale; 12. represents and warrants that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any New Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA; 13. represents and warrants that it has not offered or sold and will not offer or sell any New Shares to persons in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the European Economic Area within the meaning of the Prospectus Directive (which means Directive 2003/71/EC and includes any relevant implementing measure in any member state); 14. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person; 15. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the New Shares in, from or otherwise involving, the United Kingdom; 16. represents and warrants that it and any person acting on its behalf is entitled to acquire the New Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this participation in the Global Offer and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations; 17. undertakes that it (and any person acting on its behalf) will make payment for the New Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant New Shares may be placed with other Placees or sold as the Representatives may in their sole discretion determine and without liability to such Placee; 18. acknowledges that none of the Representatives, nor any of their affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placees and that participation in the Global Offer is on the basis that it is not and will not be a client of the Representatives and that the Representatives have no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Global Offer nor in respect of any representations, warranties, undertakings or indemnities contained in the Underwriting Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right; 19. undertakes that the person who it specifies for registration as holder of the New Shares will be (i) itself or (ii) its nominee, as the case may be. Neither the Representatives nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to participate in the Global Offer and it agrees to indemnify the Company and the Representatives in respect of the same on the basis that the New Shares will be allotted to the CREST stock account of the Representatives who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions; 20. acknowledges that any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the New Shares (together with any interest chargeable thereon) may be taken by the Company or the Representatives in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; 21. agrees that the Company, the Representatives and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Representatives on their own behalf and on behalf of the Company and are irrevocable; and 22. agrees to indemnify and hold the Company, the Representatives and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Global Offer. The agreement to settle a Placee's acquisition (and/or the acquisition of aperson for whom such Placee is contracting as agent) free of stamp duty andstamp duty reserve tax depends on the settlement relating only to an acquisitionby it and/or such person direct from the Company for the New Shares in question.Such agreement assumes that the New Shares are not being acquired in connectionwith arrangements to issue depositary receipts or to transfer the New Sharesinto a clearance service. If there are any such arrangements, or the settlementrelated to any other dealing in the New Shares, stamp duty or stamp duty reservetax may be payable, for which neither the Company nor the Representatives willbe responsible. If this is the case, each Placee should seek its own advice andnotify the Representatives accordingly. In addition, Placees should note that they will be liable for any stamp duty andall other stamp, issue, securities, transfer, registration, documentary or otherduties or taxes (including any interest, fines or penalties relating thereto)payable outside the UK by them or any other person on the allotment and issue tothem of any New Shares or the agreement by them to accept the allotment andissue of any New Shares. When a Placee or person acting on behalf of the Placee is dealing with theRepresentatives, any money held in an account with the Representatives on behalfof the Placee and/or any person acting on behalf of the Placee will not betreated as client money within the meaning of the rules and regulations of theFSA made under the FSMA. The Placee acknowledges that the money will not besubject to the protections conferred by the client money rules; as aconsequence, this money will not be segregated from the Representatives' moneyin accordance with the client money rules and will be used by theRepresentatives in the course of their own business; and the Placee will rankonly as a general creditor of the Representatives. All times and dates in this Announcement may be subject to amendment. TheRepresentatives shall notify the Placees and any person acting on behalf of thePlacees of any changes. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Randgold Resources