TIDM0R22 TIDMACA
RNS Number : 3043M
Barrick Gold Corporation
13 September 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION
FOR IMMEDIATE RELEASE
13 September 2019
RECOMMED SHARE OFFER
for
ACACIA MINING PLC
by
BARRICK GOLD CORPORATION
intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act
Court sanction of the Scheme
On 19 July 2019, the Boards of Acacia Mining plc ("Acacia") and
Barrick Gold Corporation ("Barrick") announced that they had
reached agreement on the terms of a recommended offer by Barrick
for the ordinary share capital of Acacia that Barrick does not
already own (the "Acquisition"), to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). The scheme circular was
published by Acacia on 12 August 2019 (the "Scheme Document") and
the Scheme was approved by the Scheme Shareholders at the Court
Meeting on 3 September 2019.
Acacia and Barrick are pleased to announce that the High Court
of Justice in England and Wales has today made an order sanctioning
the Scheme under section 899 of the Companies Act 2006.
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme
Document.
Director resignations and appointments
Acacia further announces that, with effect from the Effective
Date (expected to be 17 September 2019), Peter Geleta, Rachel
English, Steve Lucas, Deborah Gudgeon, Alan Ashworth and Adrian
Reynolds shall resign as directors of Acacia, and Graham
Shuttleworth and Martin Welsh shall be appointed as new directors
of Acacia.
Next steps
Acacia has confirmed that the Scheme Record Time for the Scheme
will be 6.00 p.m. (London time) on 16 September 2019. Scheme
Shareholders on Acacia's register of members at the Scheme Record
Time will, upon the Scheme becoming effective in accordance with
its terms ("Effective"), be entitled to receive:
For every Scheme Share: 0.168 New Barrick Shares and any Acacia
Exploration Properties Special Dividends and any Deferred Cash
Consideration Dividends, as described in the Scheme Document.
A request has been made for the suspension of the listing of
Acacia Shares on the premium listing segment of the Official List
and the admission to trading of Acacia Shares on the London Stock
Exchange's Main Market, with effect from 7.30 a.m. (London time) on
17 September 2019. The last day of dealing in Acacia Shares will
therefore be 16 September 2019 and, once suspended, it is not
expected that trading in Acacia Shares will recommence.
It is expected that the Scheme will become Effective on 17
September 2019 and that the listing of the Acacia Shares on the
premium listing segment of the Official List and the trading of
Acacia Shares on the London Stock Exchange's Main Market will each
be cancelled with effect from 8.00 a.m. (London time) on 18
September 2019.
Further announcements will be made when the Scheme has become
Effective and when the admission to listing and admission to
trading of Acacia Shares have each been cancelled.
The expected timetable of principal events for the
implementation of the Scheme is set out on page 5 of the Scheme
Document. These dates and times are indicative only and could be
subject to change. If any of the key dates or times set out in the
expected timetable change, an announcement will be made via a
Regulatory Information Service.
A copy of this announcement will be available on Barrick's
website at www.barrick.com, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions.
Enquiries
Barrick
Kathy du Plessis
Investor and Media
Relations
Telephone: +44 20
7557 7738
Email: barrick@dpapr.com
Rothschild & Co (Financial Adviser to Barrick)
Hugo Dryland Telephone: +1 202 862 1660
Karina Danilyuk Telephone: +1 202 862 1660
Roger Ewart Smith Telephone: +44 20 7280 5000
Acacia Telephone: +44 (0) 20 7129
7150
Sally Marshak Telephone: +44 (0) 752 580
Head of Investor 7953
Relations and Communications
Camarco Telephone: +44 (0) 20 3757
4980
Gordon Poole/Nick
Hennis
J.P. Morgan Cazenove (Joint Financial Adviser and Broker to
Acacia)
Barry Weir Telephone: +44 (0) 20 7742
4000
James Robinson Telephone: +44 (0) 20 7742
4000
Dimitri Reading-Picopoulos Telephone: +44 (0) 20 7742
4000
RBC Capital Markets (Joint Financial Adviser and Broker to
Acacia)
Kevin Smith Telephone: +44 (0) 20 7653
4000
Paul Betts Telephone: +44 (0) 20 7653
4000
Vicky Liu Telephone: +44 (0) 20 7653
4000
Lazard & Co., Limited (Financial Adviser to the Transaction
Committee of Acacia)
Spiro Youakim Telephone: +44 (0) 20 7187
2000
William Lawes Telephone: +44 (0) 20 7187
2000
Gustavo Plenge Telephone: +44 (0) 20 7187
2000
Norton Rose Fulbright LLP are retained as legal advisers for
Barrick.
Shearman & Sterling (London) LLP are retained as legal
advisers for Acacia.
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 Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of Acacia in
any jurisdiction in contravention of applicable law.
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as financial
adviser to Barrick and no one else in connection with the
Acquisition, 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 Rothschild &
Co or for providing advice in connection with the Acquisition, this
Announcement or any matter referred to herein. Neither Rothschild
& 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
Rothschild & Co in connection with the Acquisition, this
Announcement or any matter referred to herein.
J.P. Morgan Securities plc, which conducts its United Kingdom
investment banking business as J.P. Morgan Cazenove ("J.P. Morgan
Cazenove"), is authorised in the United Kingdom by the Prudential
Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation
Authority. J.P. Morgan Cazenove is acting as financial adviser
exclusively for Acacia and no one else in connection with the
matters set out in this Announcement and will not regard any other
person as its client in relation to the matters set out in this
Announcement and will not be responsible to anyone other than
Acacia for providing the protections afforded to clients of J.P.
Morgan Cazenove, nor for providing advice in relation to any matter
referred to in this Announcement.
RBC Europe Limited (trading as RBC Capital Markets), which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority in the United Kingdom, is acting for Acacia and no one
else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than
Acacia for providing the protections afforded to clients of RBC
Capital Markets, or for providing advice in connection with the
matters referred to in this Announcement.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for the Transaction Committee of Acacia and
for no one else in connection with the matters set out in this
Announcement and will not be responsible to anyone other than the
Transaction Committee of Acacia for providing the protections
afforded to clients of Lazard nor for providing advice in relation
to the matters referred to in this Announcement. Neither Lazard nor
any of its 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 Lazard in connection with this Announcement, any
statement contained herein or otherwise.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
or into jurisdictions other than Canada, the United States and the
United Kingdom may be restricted by law and therefore any persons
who are subject to the law of any jurisdiction other than Canada,
the United States and the United Kingdom 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 Acquisition 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, certain applicable securities law 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.
Copies of this Announcement and formal documentation relating to
the Acquisition 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. Doing so may render invalid any related
purported vote in respect of the Acquisition. Each Acacia
Shareholder is urged to consult their independent advisers
regarding the legal, tax and financial consequences of the
Acquisition. If the Acquisition is implemented by way of a Takeover
Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, facsimile, email or
other electronic transmission, telex or telephone) of interstate or
foreign commerce of, or any facility of a national, state or other
securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted
Jurisdiction.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document and Acacia Shareholders are
advised to read carefully the Scheme Document and related Forms of
Proxy.
Additional information for US investors
The Acquisition is being made to acquire the securities of a UK
company by means of a scheme of arrangement provided for under
English company law. Any securities issued as a result of this
Acquisition by means of a scheme of arrangement will be issued in
reliance upon the exemption from the registration requirements of
the US Securities Act of 1933 set forth in Section 3(a)(10)
thereof, and will not be subject to the proxy solicitation and
tender offer rules promulgated under the US Securities Exchange Act
of 1934. Accordingly, the Scheme will be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US federal securities laws. Except in relation to non-GAAP
financial performance measures, the financial information included
in this Announcement and the Scheme documentation has been or will
have been prepared in accordance with International Financial
Reporting Standards ("IFRS") and thus may not be comparable to
financial information of US companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the US ("US GAAP"). If Barrick exercises
its right to implement the acquisition of the Acacia Shares by way
of a Takeover Offer, such offer will be made in compliance with
applicable US laws and regulations, including the registration
requirements of the US Securities Act of 1933 and the tender offer
rules under the US Securities Exchange Act of 1934.
US Holders of Acacia Shares also should be aware that the
transaction contemplated herein may have tax consequences under the
United States tax laws and, that such consequences, if any, are not
described herein. US Holders are urged to consult with independent
professional advisors regarding the legal, tax and financial
consequences of the Acquisition applicable to them.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since Barrick
and Acacia are located in countries other than the US, and some or
all of their officers and directors may be residents of countries
other than the US. US Holders may not be able to sue a non-US
company or its officers or directors in a non US court for
violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to
a US court's judgment.
In accordance with normal UK practice, Barrick or its nominees,
or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Acacia Shares,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise
withdrawn. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Additional information for Canadian investors
The enforcement by Canadian Holders of civil liabilities under
the Canadian securities laws may be affected adversely by the fact
that Acacia is incorporated or organized under the laws of a
jurisdiction other than Canada, that some or all of Barrick's and
Acacia's officers and directors are and will be residents of
countries other than Canada, that some or all of the experts named
in this Announcement may be residents of countries other than
Canada, and that all or a substantial portion of the assets of
Barrick, Acacia and such persons are and will be located outside
Canada. As a result, it may be difficult or impossible for Canadian
Holders to effect service of process within Canada upon Acacia,
Barrick's and Acacia's respective officers or directors or the
experts named herein, or to realize against them, upon judgements
of the court of Canada predicated upon liabilities under Canadian
securities laws. In addition, Canadian Holders should not assume
that the courts of England and Wales: (a) would enforce judgments
of Canadian courts obtained in actions against such persons
predicated upon civil liabilities under Canadian securities laws;
or (b) would enforce, in original actions, liabilities against such
persons predicated upon civil liabilities under the Canadian
securities laws.
The distribution of the New Barrick Shares pursuant to the
Acquisition will constitute a distribution of securities that is
exempt from the prospectus requirements of Canadian securities law
and is exempt from or otherwise is not subject to the registration
requirements under applicable securities law. The New Barrick
Shares received pursuant to the Acquisition will not be legended
and may be resold through registered dealers in each of the
provinces and territories of Canada provided that (i) the trade is
not a "control distribution" as defined in Canadian securities law,
(ii) no unusual effort is made to prepare the market or to create a
demand for Barrick Shares, (iii) no extraordinary commission or
consideration is paid to a person in respect of such sale, and (iv)
if the selling security holder is an insider or officer of Barrick,
as the case may be, the selling security holder has no reasonable
grounds to believe that Barrick is in default of applicable
Canadian securities law.
Canadian Holders should be aware that the Acquisition described
in this Announcement may have tax consequences in Canada and should
consult their own tax advisors to determine the particular tax
consequences to them of the Acquisition in light of their
particular circumstances, as well as any tax consequences that may
arise under the laws of any other relevant foreign, state, local or
other taxing jurisdiction.
Cautionary statement on forward-looking statements
This Announcement contains statements which are, or may be
deemed to be, "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 Acacia 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.
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", "implies",
"possible", "proposes", "seeks", " 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", "can", "would", "might" or "will" be taken,
occur or be achieved. Although Barrick and Acacia believe that the
expectations in relation to their respective businesses reflected
in such forward-looking statements are reasonable in light of
management's experience and perception of current conditions and
expected developments, neither Barrick nor Acacia can give any
assurance that such expectations will prove to be correct as they
are inherently subject to significant business, economic and
competitive uncertainties and contingencies. By their nature,
forward-looking statements involve risk and uncertainty because
they are based upon a number of estimates and assumptions and 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. Neither Barrick nor
Acacia, 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 under the Listing Rules and the Disclosure
and Transparency Rules of the FCA), neither Barrick nor Acacia is
under any obligation, and Barrick and Acacia 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 or quantified financial benefits
statement
No statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement.
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 normally 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 the documents required to be
published by Rule 26 of the Code will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Barrick's website at www.barrick.com and Acacia's
website at www.acaciamining.com by no later than 12 noon (London
time) on the business day following the date of this Announcement
in accordance with Rule 26.1(a) of the Code. The content of the
websites referred to in this Announcement are not incorporated into
and do not form part of this Announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Code, Barrick Shareholders
and Acacia Shareholders may request a hard copy of this
Announcement by contacting Computershare Investor Services PLC
during business hours at +44 (0) 370 707 1895 or by submitting a
request in writing to Computershare Investor Services PLC,
Corporate Actions Team, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZZ. If you have received this Announcement in electronic
form, copies of this Announcement and any document or information
incorporated by reference into this document will not be provided
unless such a request is made.
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
SOABGGDCGSBBGCX
(END) Dow Jones Newswires
September 13, 2019 10:01 ET (14:01 GMT)
Grafico Azioni Acacia Mining (LSE:ACA)
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