TIDMRRS TIDMABX
RNS Number : 7266K
Randgold Resources Ld
17 December 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction
For immediate release
17 December 2018
RECOMMED ALL-SHARE MERGER
of
BARRICK GOLD CORPORATION
and
RANDGOLD RESOURCES LIMITED
COURT SANCTION OF SCHEME OF ARRANGEMENT AND NEW BARRICK TICKER
SYMBOL
Scheme sanction by Jersey Court
Randgold Resources Limited ("Randgold") announces that the Royal
Court of Jersey has today sanctioned the scheme of arrangement
under Article 125 of the Companies (Jersey) Law, 1991 (the
"Scheme") by which the recommended share-for-share merger (the
"Merger") of Randgold and Barrick Gold Corporation ("Barrick") is
being implemented.
All Conditions of the Scheme have now been satisfied or waived
but for the delivery to the Jersey Registrar of a copy of the Court
Order, which is expected to take place on 1 January 2019. Appendix
1 to this announcement sets out an updated expected timetable for
the Merger, which supersedes the indicative timetable set out in
the announcement dated 13 November 2018.
An application has been made for the suspension of trading in
Randgold Shares on the London Stock Exchange's main market for
listed securities and the listing of Randgold Shares on the premium
listing segment of the UK Listing Authority's Official List. An
application has also been made for the suspension of trading in
Randgold ADSs on NASDAQ. The suspensions of the Randgold Shares and
Randgold ADSs are, respectively, expected to take effect from 7.30
a.m. (Greenwich Mean Time) and 4.00 a.m. (Eastern Time) on 31
December 2018. Randgold has applied for the de-listing of Randgold
Shares from the premium listing segment of the UK Listing
Authority's Official List and the cancellation of the admission to
trading of Randgold Shares on the London Stock Exchange's main
market for listed securities and, subject to the Scheme becoming
effective, are expected to take effect at 8.00 a.m. (Greenwich Mean
Time) on 2 January 2019. Randgold has also applied to NASDAQ to
de-list the Randgold ADSs and, subject to the Scheme becoming
effective, the de-listing of Randgold ADSs is expected to take
effect at 4.00 a.m. (Eastern Time) on 2 January 2019.
New Barrick ticker symbol
Barrick intends to change its ticker symbol on the NYSE from
"ABX" to "GOLD", which is the symbol under which Randgold ADSs
currently trade on NASDAQ. Randgold and Barrick have applied to
NASDAQ and the NYSE to reserve the ticker for use by the combined
group on the NYSE following completion of the Merger and it is
anticipated that Barrick's NYSE ticker symbol will change from
"ABX" to "GOLD" in time for NYSE market open on 2 January 2018.
Barrick's ticker symbol on the TSX will not change and the combined
group will continue to trade on the TSX under the "ABX" ticker
following completion of the Merger.
Full details of the Merger are set out in the scheme document
dated 4 October 2018 (the "Scheme Document"). Capitalised terms
used but not otherwise defined in this announcement have the
meaning given to them in the Scheme Document.
Enquiries
Randgold
Chief Executive Officer Finance Director and Investor & Media Relations
Mark Bristow Chief Financial Officer Kathy du Plessis
Graham Shuttleworth +44 20 7557 7738
randgold@dpapr.com
CIBC (financial adviser to Randgold)
Neil Johnson +44 20 7234 6000
Oliver Ward
Barclays (financial adviser and corporate
broker to Randgold)
Paul Knight +1 416 863 8900
Nishant Amin +44 20 7623 2323
Andrew Tusa +44 20 7623 2323
Barrick
Deni Nicoski Andy Lloyd
Senior Vice President Senior Vice President
Investor Relations Communications
Telephone: +1 416 Telephone: +1 416
307-7474 307-7414
Email: dnicoski@barrick.com Email: alloyd@barrick.com
M. Klein and Co. (financial adviser to Barrick)
David Friedman +1-212-380-7500
Peter Seibold
Cyrus Hiramanek
Morgan Stanley (financial adviser to Barrick)
Colm Donlon +44 207 425 8000
Richard Tory +1 416 943 8400
Jan Lennertz +1 212 761 4000
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Merger or otherwise, nor shall there
be any sale, issuance or transfer of securities of Randgold in any
jurisdiction in contravention of applicable law. The Merger will be
implemented solely by means of the Scheme Document, which contains
the full terms and conditions of the Merger. Any decision in
respect of, or other response to, the Merger should be made only on
the basis of the information contained in the Scheme Document and
this announcement
This announcement does not constitute a prospectus or prospectus
equivalent document.
M. Klein and Co., which is authorized by the U.S. Securities
& Exchange Commission and regulated in the United States by the
Financial Industry Regulatory Authority ("FINRA") and the U.S.
Securities & Exchange Commission, is acting exclusively for
Barrick and no one else in connection with the Merger and will not
be responsible to anyone other than Barrick for providing the
protections afforded to clients of M. Klein and Co. or for
providing advice in relation to the Merger or any other matter
referred to in this announcement. Neither M. Klein and Co. nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of M. Klein and Co. in connection
with any matter referred to in this announcement or otherwise.
Morgan Stanley, which is authorised by the Prudential Regulation
Authority ("PRA") and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively as financial adviser to
Barrick and no one else in connection with the Merger, this
announcement and the matters described herein, and shall not be
responsible to anyone other than Barrick for providing the
protections afforded to clients of Morgan Stanley or for providing
advice in connection with the Merger, this announcement or any
matter referred to herein. Neither Morgan Stanley nor any of its
subsidiaries, branches or affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Morgan Stanley in connection with the
Merger, this announcement or any matter referred to herein.
CIBC, which is supervised and regulated by the Office of the
Superintendent of Financial Institutions in Canada and, in the UK,
authorised by the PRA, subject to regulation by the FCA and limited
regulation by the PRA, is acting exclusively as financial adviser
to Randgold and for no one else in connection with the Merger and
will not be responsible to anyone other than Randgold for providing
the protections afforded to clients of CIBC or for providing advice
in relation to the Merger, the content of this announcement or any
matter or other document referred to herein. Neither CIBC nor any
of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of CIBC in connection with this
announcement, any statement contained herein, the Merger or
otherwise.
Barclays, which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Randgold and no one else in connection with the Merger and will not
be responsible to anyone other than Randgold for providing the
protections afforded to clients of Barclays or for providing advice
in relation to the Merger, the content of this announcement or any
matter or other document referred to in this announcement. Neither
Barclays nor any of its subsidiaries, branches or affiliates owes
or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Barclays
in connection with any matter referred to in this announcement or
otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than Canada, the United States, the
United Kingdom and Jersey may be restricted by law and therefore
any persons who are subject to the law of any jurisdiction other
than Canada, the United States, the United Kingdom and Jersey
should inform themselves about, and observe, any applicable legal
or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. Relevant clearances have
not been, and will not be, obtained from the securities commission
or similar regulatory authority of any province or territory of
Canada. To the fullest extent permitted by applicable law, the
companies and persons involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions
by any person. This announcement has been prepared for the purposes
of complying with applicable English law, Jersey law, certain
applicable securities laws in Canada and the
United States, the Listing Rules, the rules of the London Stock
Exchange and the Code and the information disclosed may not be the
same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions
outside of the UK and Jersey.
Copies of this announcement and formal documentation relating to
the Merger will not be and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any jurisdiction where to do so would violate the
laws of that jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document and Randgold Shareholders are
advised to read carefully the Scheme Document.
Cautionary note regarding forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Merger, and other information published by Barrick and Randgold
contain statements which are, or may be deemed to be,
"forward-looking statements" or "forward-looking information" under
applicable securities laws (collectively referred to as
"forward-looking statements"). Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Barrick and Randgold about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the timing and scope of the Merger,
the new ticker symbol of Barrick and other statements other than
historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as
"plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Although Barrick
and Randgold believe that the expectations reflected in such
forward-looking statements are reasonable, Barrick and Randgold can
give no assurance that such expectations will prove to be correct.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
consummate the Merger; the ability of Barrick and Randgold to
successfully integrate their respective operations and retain key
employees; the potential impact of the Announcement, the Scheme
Document, this announcement or the consummation of the Merger on
relationships, including with employees, suppliers, customers and
competitors; future market conditions; and changes in general
economic, business and political conditions; the behaviour of other
market participants; the anticipated benefits from the proposed
transaction not being realised as a result of changes in general
economic and market conditions in the countries in which Barrick
and Randgold operate; weak, volatile or illiquid capital and/or
credit markets, changes in tax rates, interest rate and currency
value fluctuations; the degree of competition in the geographic and
business areas in which Barrick and Randgold operate; changes in
laws or in supervisory expectations or requirements; and the risk
factors set out at Part 4 (Risk factors) of the Scheme Document and
elsewhere in the Scheme Document. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
Barrick nor Randgold, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place undue reliance
on these forward-looking statements. Other than in accordance with
their legal or regulatory obligations (including, but not limited
to, under the Listing Rules and the Disclosure and Transparency
Rules), neither Barrick nor Randgold is under any obligation, and
Barrick and Randgold expressly disclaim any intention or
obligation, to update or revise any forward-looking statements,
whether as a result of new information, future events or
otherwise.
No profit forecasts, profit estimates or quantified financial
benefits statements
No statement in this announcement or statement incorporated by
reference into this announcement is intended to be or to be
construed as a profit forecast, profit estimate or quantified
financial benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or
earnings per Randgold Share or Barrick Share for the current or
future financial years would necessarily match or exceed the
respective historical published earnings or earnings per Randgold
Share or Barrick Share or to mean that the New Barrick Group's
earnings in the first twelve months following the Merger, or in any
subsequent period, following the Merger would necessarily match, or
be greater than or be less than, those of Randgold and/or Barrick
for the relevant preceding financial period or any other
period.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
The defined terms used in this section "Dealing disclosure
requirements" are defined in the Code which can be found on the
Takeover Panel's website.
Publication on Website
A copy of this announcement and all information incorporated
into this announcement by reference to another source will be made
available (subject to any applicable restrictions relating to
persons resident in Restricted Jurisdictions) on Randgold's website
at http://www.randgoldresources.com and on Barrick's website at
www.barrick.com/a-new-champion by no later than 12 noon (Greenwich
Mean Time) on the Business Day following the date of publication of
this announcement. For the avoidance of doubt, save as expressly
referred to in this announcement, the content of these websites is
not incorporated into and do not form part of this
announcement.
Randgold Shareholders may request a copy of this announcement
(and any information incorporated into it by reference to another
source) in hard copy form. You may also request that all future
documents, announcements and information sent to you in relation to
the Merger should be in hard copy form. For persons who receive a
copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. Such requests may be made by contacting
Computershare during business hours on 0370 707 4040 (+44 370 707
4040 if calling from outside the UK) or by submitting a request in
writing to Computershare Investor Services PLC, Corporate Actions
Team, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ.
If you are a Randgold ADS Holder, you should instead make the
request by writing to the Depositary, Citibank, N.A. The Depositary
can also be reached by calling 1-877-248-4237 from within the US or
(781) 575-4555 from outside the US or via email at
citibank@shareholders-online.com.
Appendix 1 - UPDATED EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following dates are indicative only and are subject to
change
Event Expected time/date
(or, where the event
has occurred, actual
date)
Last day of dealings in, and for registration 28 December 2018
of transfers of, and disablement in
CREST of, Randgold Shares
-------------------------
Last day for dealings in, and for registration 28 December 2018
of transfers of, Randgold ADSs
-------------------------
Scheme Record Time 6.00 p.m. (Greenwich
Mean Time) on 28
December 2018
-------------------------
Suspension of dealings in Randgold Shares 7.30 a.m. (Greenwich
on the London Stock Exchange Mean Time) on 31
December 2018
-------------------------
Suspension of dealings in Randgold ADSs 4.00 a.m. (Eastern
on NASDAQ Time) on 31 December
2018
-------------------------
Effective Date of the Scheme 9:00 a.m. (Greenwich
Mean Time) on 1 January
2019
-------------------------
Cancellation of listing of Randgold 8.00 a.m. (Greenwich
Shares on the main market of the London Mean Time) on 2 January
Stock Exchange 2019
-------------------------
Cancellation of listing of Randgold 4.00 a.m. (Eastern
Shares on NASDAQ Time) on 2 January
2019
-------------------------
Issue of New Barrick Shares 9.00 a.m. (Eastern
Time) on 2 January
2019
-------------------------
Listing of New Barrick Shares on TSX 9.30 a.m. (Eastern
under the ticker symbol "ABX" and on Time) on 2 January
NYSE under the ticker symbol "GOLD" 2019
-------------------------
New Barrick Shares registered through 2 January 2019
the DRS
-------------------------
Barrick CDIs credited to CREST accounts 2 January 2019 or
(in respect of Scheme Shares held in 3 January 2019
uncertificated form only)
-------------------------
Crediting of New Barrick Shares for Within 14 days of
Randgold ADS Holders the Effective Date
-------------------------
Despatch of statements of entitlement Within 14 days of
relating to New Barrick Shares held the Effective Date
through DRS (in respect of Scheme Shares
held in certificated form only) and
payment of fractional entitlements
-------------------------
Latest date by which Scheme must be 28 February 2019
implemented
-------------------------
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAEASAXFFSPFFF
(END) Dow Jones Newswires
December 17, 2018 10:40 ET (15:40 GMT)
Copyright (c) 2018 Dow Jones & Company, Inc.
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