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 tradingThe 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 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.
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 jurisdictionsThe
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
investorsThe 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 StatementsThis
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.
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