RNS Number : 7610W
Randgold Resources Ld
03 August 2009
RANDGOLD RESOURCES LIMITED
Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
Nasdaq Trading Symbol: GOLD
('Randgold Resources' or the 'Company')
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.
EXERCISE OF OVER-ALLOTMENT OPTION
London, 3 August 2009 - The board of directors of Randgold Resources (the 'Board') today announces that, further to the announcement made on 27 July 2009 in relation to the global offering of 5,000,000 new ordinary shares of US$0.05 each (the 'Global Offer') in the form of ordinary shares or American Depositary Shares (the 'New Shares'), the underwriters of the Global Offer have exercised the over-allotment option granted to them.
The Company will issue an additional 750,000 new ordinary shares of US$0.05 each in the form of ordinary shares or American Depositary Shares (the 'Option Shares') at £36.35 per ordinary share and US$59.50 per American Depositary Share ('ADS'). Each ADS represents one ordinary share of the Company.
The total gross proceeds from the Global Offer, including the over-allotment option, are approximately US$342,125,000.
The Option Shares will rank pari passu with the existing ordinary shares in all respects.
Application has been made for admission of the Option Shares to listing on the Official List maintained by the UK Listing Authority and admission to trading by London Stock Exchange plc on its market for listed securities (together, 'Admission'). Admission is expected to take place, settlement to occur and dealings in the Option Shares to commence at 8.00 a.m. on 4 August 2009. The American Depositary Shares will trade on the Nasdaq Global Select Market.
HSBC Bank plc ('HSBC') is acting as the financial adviser, sole global co-ordinator, joint bookrunner and joint underwriter in connection with the Global Offer. Merrill Lynch International is acting as the joint bookrunner and joint underwriter for the Global Offer. HSBC and Merrill Lynch International (together, the 'Representatives') are acting as representatives of certain other underwriters.
The Company has filed with the US Securities and Exchange Commission a registration statement on Form F-3 in relation to the New Shares and Option 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.
Tel: +44 7880 711386
Tel: +44 7797 752288
Tel: +44 7796 144438
Tel: +44 1534 735 333
Kathy du Plessis
Investor & Media Relations
Tel: +44 20 7557 7738
HSBC Bank plc
(Financial adviser, global co-ordinator, joint bookrunner and joint underwriter to the Global Offer)
Tel: +44 20 7991 8888
Tel: +44 20 7991 8888
Merrill Lynch International
(Joint bookrunner and joint underwriter to the Global Offer)
Tel: +44 20 7995 4589
Tel: +44 20 7996 2629
Tel: +44 20 7996 2441
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.
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. 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 Company's Registration Statement filed with the US Securities and Exchange Commission which contains detailed information about the Company and management, as well as financial statements. There will be no public offer of New Shares or Option 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.
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.
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 Merrill Lynch International, 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.
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