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 PlessisInvestor and
Media Relations Telephone: +44 20 7557 7738Email:
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 MarshakHead of Investor
Relations and Communications |
Telephone: +44
(0) 752 580 7953 |
|
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.
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