TIDMRRS TIDMABX
RNS Number : 7354K
Randgold Resources Ld
18 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
RANDGOLD RESOURCES LIMITED
DECLARATION OF INTERIM DIVID AND ISSUANCE OF SHARES
Declaration of interim dividend
Randgold Resources Limited ("Randgold") announces that, in
anticipation of the completion of the all-share merger of Randgold
and Barrick Gold Corporation ("Barrick") pursuant to a scheme of
arrangement (the "Scheme") under Article 125 of the Companies
(Jersey) Law, 1991 (the "Merger"), it has recommended an interim
dividend payment of USD 2.69 per share. The interim dividend will
be paid on 11 January 2019 to Randgold Shareholders on the register
as at the Scheme Record Time, which is anticipated to be at 6:00
p.m. (GMT) on 28 December 2018. This will be the last dividend paid
by Randgold. Randgold Shareholders are reminded that dividend
payments are declared in USD. Randgold Shareholders who prefer to
receive dividends in British Pounds ("GBP") can elect to receive
GBP by completing a form that can be downloaded at
http://www.randgoldresources.com/2018-dividend and which must be
completed by 6:00 p.m. (GMT) (1:00 p.m. (ET)) on 28 December
2018.
Issuance of shares
In anticipation of the issuance of shares to awardholders in
connection with the vesting of awards under the Randgold Share
Plans, application has been made to the UK Listing Authority and
the London Stock Exchange plc for 763,832 ordinary shares of USD
0.05 to be admitted to the Official List (the "Allotted Shares").
Randgold will issue such Allotted Shares on 18 December 2018.
Following admission of the Allotted Shares, Randgold will have
95,246,378 ordinary shares of USD 0.05 with voting rights in issue,
including the 60,722 shares which were previously held on trust but
will now be used for the purposes of satisfying awards.
Capitalised terms used but not otherwise defined in this
announcement have the meanings 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
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.
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 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 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 interim dividend, Scheme Record
Time and Allotted Shares, 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 Randgold
believes that the expectations reflected in such forward-looking
statements are reasonable, 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
Randgold, nor any of its 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),
Randgold is under no obligation, and Randgold expressly disclaims
any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
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 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.
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
DIVMMMMZVNKGRZM
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