TIDM0R22 TIDMACA
RNS Number : 5754M
Barrick Gold Corporation
17 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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
17 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
Scheme becomes Effective
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 all the
Conditions set out in the Scheme Document have been satisfied or
waived and the Scheme has today become effective in accordance with
its terms. This follows the Court's sanction of the Scheme at the
Court Hearing held on 13 September 2019.
Scheme Shareholders on Acacia's register of members at the
Scheme Record Time, being 6.00 p.m. (London time) on 16 September
2019, will 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.
In accordance with the terms of the Scheme, Barrick shall issue
such New Barrick Shares as are required to be issued by it, and
shall pay such cash payments as are required to be paid by it, as
soon as practicable (and in any event by not later than 1 October
2019).
Capitalised terms in this announcement, unless otherwise
defined, have the same meanings as set out in the Scheme
Document.
Suspension and cancellation of listing and trading
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 were suspended with effect
from 7.30 a.m. (London time) on 17 September 2019.
It is expected that 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 will
each be cancelled with effect from 8.00 a.m. (London time) on 18
September 2019.
A further announcement will be made by Acacia when the admission
to listing and admission to trading of Acacia Shares have each been
cancelled.
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 Relations 7953
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.
Important notices relating to Financial Advisers
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.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document and Acacia Shareholders are
advised to read carefully the Scheme Document.
Additional information for US investors
The Acquisition has been 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 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").
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.
Forward Looking Statements
This announcement is for information purposes only and does not
constitute an invitation or offer to underwrite, subscribe for or
otherwise acquire or dispose of any securities of Acacia in any
jurisdiction.
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 statement in this Announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement.
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
SOAUBVNRKVAKARR
(END) Dow Jones Newswires
September 17, 2019 04:57 ET (08:57 GMT)
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