Information  X 
Enter a valid email address

Randgold Resources (RRS)

  Print      Mail a friend       Annual reports

Wednesday 28 November, 2007

Randgold Resources

Global offer of 6m new shares

Randgold Resources Ld
28 November 2007


This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, South Africa, Australia, Japan
or any jurisdiction in which the same would be unlawful.  This announcement is
not 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 LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
Nasdaq 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 of
Randgold Resources (the 'Board') today announces a global offer (the 'Global
Offer') of 6,000,000 new ordinary shares of US$0.05 each in the capital of
Randgold Resources in the form of ordinary shares or American Depositary Shares
('ADS') (the 'New Shares').  The New Shares will rank pari passu with the
existing ordinary shares in all respects.

The Global Offer will be conducted through a bookbuilding process and is not
subject to shareholder approval.  The price at which the New Shares are issued
is expected to be determined and announced as soon as practicable after the
Global Offer closes.

The Board expects to use the net proceeds from the Global Offer for the
development of the Tongon project and other organic and corporate opportunities,
including possible acquisitions.


Randgold Resources is a gold mining and exploration business, the activities of
which are focused on West and East Africa, including mining operations at the
Loulo and Morila mines in Mali.  Current projects include the Yalea underground
development 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 on
the London Stock Exchange under the ticker 'RRS' and its American Depositary
Shares 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 and
underwriter for the Global Offer.  HSBC and Citigroup Global Markets Limited
(together, the 'Representatives') are acting as representatives of certain other
underwriters.  Randgold Resources expects to grant the underwriters an over-
allotment option to purchase up to 900,000 additional ordinary shares in the
form 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 and
conditions set out in the Appendix to this announcement.

Assuming the exercise of the over-allotment option in full, the New Shares will
represent approximately 9.95 per cent. of Randgold Resources' current issued
share capital.  There has been no equity fund raising exercise by Randgold
Resources 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 List
maintained by the UK Listing Authority and to be admitted to trading by London
Stock 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 as
Admission, is expected to take place on 4 December 2007.

The Company has filed with the US Securities and Exchange Commission a
registration statement on Form F-3 in relation to the New Shares, which document
constitutes a prospectus for the purposes of the Companies (Jersey) (General
Provisions) Order 2002 (together with any amendments thereto, the 'Registration
Statement').  Copies of the Registration Statement are available from
www.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 Resources
Mark Bristow, Chief Executive                           Tel:         +44 7880 711386
                                                                     +44 7797 752288
Graham Shuttleworth, Financial Director                 Tel:         +44 7796 144438
                                                                     +44 20 7557 7730
Kathy du Plessis, Investor & Media Relations            Tel:         +44 20 7557 7738
                                                        Email:       randgoldresources@dpapr.com

HSBC Bank plc                                           Tel:         +44 20 7991 8888
(Financial adviser, sole global co-ordinator, joint bookrunner and underwriter to the Global Offer)
Adrian Coates
Jan Sanders
Charles 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 0515
Andrew Forrester                                        Tel:         +44 20 7986 8729

This announcement does not constitute an offer to sell or the solicitation of an
offer 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.  The
securities may not be offered or sold in the United States absent registration
or an exemption from registration under the US Securities Act of 1933, as
amended.  Any public offering of securities to be made in the United States is
being made by means of the Registration Statement which contains detailed
information about the Company and management, as well as financial statements. 
There will be no public offer of New Shares in the United Kingdom or elsewhere
outside the United States. No money, securities or other consideration is being
solicited and, if sent in response to the information herein, will not be
accepted.

Save as expressly set out, this announcement does not constitute an offer or
invitation to underwrite, subscribe for or otherwise acquire or dispose of any
securities or investment advice in any jurisdiction. Past performance is no
guide to future performance. Persons needing advice should consult an
independent financial adviser.

The distribution of this announcement and the offering or sale of the New Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or the Representatives that would permit an offering of the New
Shares or possession or distribution of this announcement or any other offering
or publicity material relating to the New Shares in any jurisdiction where
action for that purpose is required. Persons into whose possession this
announcement comes are required by the Company and the Representatives to inform
themselves about, and to observe, any such restrictions.

This announcement is only addressed to and directed at persons in member states
of the European Economic Area ('EEA') who are 'qualified investors' ('Qualified
Investors') 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 who
acquires any securities in the Global Offer or to whom any offer of securities
is made will be deemed to have acknowledged and agreed that they are such a
Qualified Investor.

In the case of any securities acquired by a financial intermediary as that term
is used in Article 3(2) of the Prospectus Directive, such financial intermediary
will also be deemed to have represented and warranted that the securities
acquired by it in the Global Offer have not been acquired on a non-discretionary
basis on behalf of, nor have they have been acquired with a view to their offer
or resale to, persons in circumstances which may give rise to an offer of
securities to the public other than an offer or resale in a member state of the
EEA which has implemented the Prospectus Directive to Qualified Investors or in
circumstances in which the prior consent of the Representatives has been given
to each such proposed offer or resale.

The Company and the Representatives and their respective affiliates, will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements.

Certain statements in this announcement are forward-looking statements.  Such
statements speak only as at the date of this announcement, are based on current
expectations and beliefs and, by their nature, are subject to a number of known
and unknown risks and uncertainties that could cause actual results and
performance to differ materially from any expected future results or performance
expressed or implied by the forward-looking statement.  The information
contained in this announcement is subject to change without notice and neither
the Company nor the Representatives assume any responsibility or obligation to
update publicly or review any of the forward-looking statements contained
herein.

This announcement has been issued by and is the sole responsibility of the
Company.  The Representatives and their respective affiliates and agents shall
have no liability for any information contained in it relating to the Company.

HSBC and Citigroup Global Markets Limited, each of which is authorised and
regulated in the United Kingdom by the Financial Services Authority, are acting
exclusively for the Company and no one else in connection with the Global Offer
and will not be responsible to anyone other than the Company for providing the
protections afforded to its clients nor for providing advice in relation to the
Global Offer or in relation to the contents of this announcement or for any
other 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'), IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA OR JAPAN OR ANY JURISDICTION
IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF
SECURITIES IN THE UNITED STATES, CANADA, SOUTH AFRICA, AUSTRALIA, JAPAN OR ANY
OTHER 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. THIS
ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND 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 WHO
FALL WITHIN ARTICLE 49(2)(A) TO (D) ('HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC. ') OF THE ORDER OR TO WHOM IT MAY OTHERWISE LAWFULLY BE
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS 'RELEVANT
PERSONS'). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST
NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS
DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO
SO.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS
AND CONDITIONS SET OUT HEREIN RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. 
THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE 'PLACING
SHARES') 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 FINANCIAL
SERVICES AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN ARTICLE
2.1(E)(I), (II) OR (III) OF DIRECTIVE 2003/71/EC, WHICH INCLUDES LEGAL ENTITIES
WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY OR ENTITIES WHICH ARE
NOT 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 by
making an oral offer to take up New Shares, will be deemed to have read and
understood this Announcement in its entirety and to be making such offer on the
terms 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 and
acknowledges 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 the
purposes of its business; and is outside the United States, within the meaning
of Regulation S under the Securities Act.

This announcement does not constitute an offer to sell or the solicitation of an
offer 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.  The
securities may not be offered or sold in the United States absent registration
or an exemption from registration under the US Securities Act of 1933, as
amended.  Any public offering of securities to be made in the United States is
being made by means of the Registration Statement, which contains detailed
information about the Company and management, as well as financial statements. 
There will be no public offer of New Shares in the United Kingdom or elsewhere
outside the United States.  No money, securities or other consideration is being
solicited and, if sent in response to the information herein, will not be
accepted.

The distribution of this announcement and the offering or sale of the New Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or the Representatives that would permit an offering of such
ordinary shares or possession or distribution of this announcement or any other
offering or publicity material relating to such ordinary shares in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Company and the
Representatives 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 rank
equally in all respects with the existing issued Ordinary Shares, including the
right to receive all dividends and other distributions declared, made or paid in
respect of the Ordinary Shares after the date of issue of the New Shares.

In this Appendix, unless the context otherwise requires, 'Placee' means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up New Shares has been given pursuant to the terms
of this announcement.

Application for listing and admission to trading

Application will be made to the FSA for admission of the New Shares to the
Official List maintained by the FSA (the 'Official List') and to London Stock
Exchange plc for admission to trading of the New Shares on its market for listed
securities. It is expected that dealings in the New Shares will commence no
later 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 Representative
following the close of the Global Offer, and a trade confirmation will be
dispatched as soon as possible thereafter. A Representatives' oral confirmation
to such Placee will constitute an irrevocable legally binding commitment upon
such person (who will at that point become a Placee) to accept the allotment and
issue of the number of New Shares allocated to it at the Global Offer Price on
the terms and conditions set out in this Appendix and in accordance with the
Company's Memorandum and Articles of Association.

Each Placee will also have an immediate, separate, irrevocable and binding
obligation, 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 and
the 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 be
entered into between the Company and the Representatives on behalf of the
several underwriters (the 'Underwriting Agreement') becoming unconditional and
not having been terminated in accordance with its terms.

The obligations of the underwriters under the Underwriting Agreement will be
conditional 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 time
or date where specified (or such later time or date as the Representatives and
the Company may agree (b) any such condition becomes incapable of being
fulfilled and is not waived or (c) the Underwriting Agreement is terminated in
the circumstances specified below, the Global Offer will lapse and the Placees'
rights and obligations hereunder shall cease and terminate at such time and each
Placee agrees that no claim can be made by or on behalf of the Placee (or any
person on whose behalf the Placee is acting) in respect thereof.

By participating in the Global Offer you agree that your rights and obligations
hereunder terminate only in the circumstances described above and will not be
capable of rescission or termination by you.  The Representatives reserve the
right (with the agreement of the Company) to waive or to extend the time and /or
date for fulfilment of any of the conditions in the Underwriting Agreement. Any
such extension or waiver will not affect Placees' commitments.  The
Representatives shall have no liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision it
may make as to whether or not to waive or to extend the time and/or date for the
satisfaction 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 terminate
the Underwriting Agreement in accordance with the terms of the Underwriting
Agreement 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 the
exercise by the Representatives of any right or termination or other discretion
under the Underwriting Agreement shall be within the absolute discretion of the
Representatives and that the Representatives need make no reference to you and
shall 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 the
New Shares, which document constitutes a prospectus for the purposes of the
Companies (Jersey) (General Provisions) Order 2002.  Copies of the Registration
Statement are available from (website) from the time of this announcement.

No prospectus has been or will be submitted to be approved by the FSA in
relation to the New Shares and the Placees' commitments will be made solely on
the basis of the information contained in this Announcement, the Global Offer
Results Announcement, the Registration Statement and any information publicly
announced to a Regulatory Information Service by or on behalf of the Company
prior to the date of this Announcement (together, the 'Publicly Available
Information'). 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 have
knowledge of the contents of, the Registration Statement; and (b) it has neither
received nor relied on any other information, representation, warranty or
statement made by or on behalf of the Representatives or the Company and the
Representatives will not be liable for any Placee's decision to accept this
invitation to participate in the Global Offer based on any other information,
representation, warranty or statement. Each Placee acknowledges and agrees that
it has otherwise relied on its own investigation of the business, financial or
other position of the Company in accepting a participation in the Global Offer.
Nothing in this Announcement shall exclude the liability of any person for
fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the New Shares to be issued pursuant to the
invitation to participate contained in this Announcement will following
Admission take place within the CREST system, subject to certain exceptions. The
Representatives reserve the right to require settlement for and delivery of the
New Shares to Placees in such other means that it deems necessary if delivery or
settlement is not possible within the CREST system within the timetable set out
in this announcement or would not be consistent with the regulatory requirements
in the Placee's jurisdiction.

If you are allocated any New Shares in the Global Offer pursuant to the
invitation to participate contained in this announcement you will be sent a
conditional contract note confirming the contract concluded upon acceptance of
your earlier oral offer and also confirming the Global Offer Price and the
aggregate amount due in respect of your allocation of New Shares. Settlement
will 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 that
value is received after the due date at the rate of two percentage points above
prevailing LIBOR as determined by the Representatives.

If you do not comply with these obligations, the Representatives may sell your
New Shares on your behalf and retain from the proceeds, for their own account
and 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 Price
and 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 transaction
in the New Shares on your behalf.

If New Shares are to be delivered to a custodian or settlement agent, please
ensure that the conditional contract note is copied and delivered immediately to
the relevant person within that organisation.

Insofar as New Shares are registered in your name or that of your nominee or in
the name of any person for whom you are contracting as agent or that of a
nominee for such person, such New Shares will, subject as provided below, be so
registered 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 the
Global 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 a
person for whom such Placee is contracting as agent) free of stamp duty and
stamp duty reserve tax depends on the settlement relating only to an acquisition
by 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 connection
with arrangements to issue depositary receipts or to transfer the New Shares
into a clearance service. If there are any such arrangements, or the settlement
related to any other dealing in the New Shares, stamp duty or stamp duty reserve
tax may be payable, for which neither the Company nor the Representatives will
be responsible. If this is the case, each Placee should seek its own advice and
notify the Representatives accordingly.

In addition, Placees should note that they will be liable for any stamp duty and
all other stamp, issue, securities, transfer, registration, documentary or other
duties 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 to
them of any New Shares or the agreement by them to accept the allotment and
issue of any New Shares.

When a Placee or person acting on behalf of the Placee is dealing with the
Representatives, any money held in an account with the Representatives on behalf
of the Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and regulations of the
FSA made under the FSMA. The Placee acknowledges that the money will not be
subject to the protections conferred by the client money rules; as a
consequence, this money will not be segregated from the Representatives' money
in accordance with the client money rules and will be used by the
Representatives in the course of their own business; and the Placee will rank
only as a general creditor of the Representatives.

All times and dates in this Announcement may be subject to amendment. The
Representatives shall notify the Placees and any person acting on behalf of the
Placees of any changes.


                      This information is provided by RNS
            The company news service from the London Stock Exchange