Barrick Announces Intention to Divest Part of African Barrick Gold
plc Holding
TORONTO, ONTARIO--(Marketwired - Mar 10, 2014) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Barrick Gold Corporation (NYSE:ABX)(TSX:ABX) ("Barrick" or the
"Seller") today announces its intention to divest part of its
shareholding held indirectly in African Barrick Gold plc ("ABG").
The disposal will be conducted by means of a placing of ABG
ordinary shares (the "Placing Shares") to institutional investors
(the "Placing").
The Placing is expected to comprise approximately 41.0 million
ABG ordinary shares, representing approximately 10.0 percent of the
issued ordinary share capital of ABG and approximately 13.5 percent
of Barrick's holding in ABG. The Placing is being conducted through
an accelerated bookbuild offering process which will be launched
immediately following this announcement.
A further announcement will be made following completion of the
bookbuild and pricing of the Placing.
Barrick has appointed UBS Limited, J.P. Morgan Securities plc
(which conducts its UK investment banking business under the name
J.P. Morgan Cazenove) and RBC Europe Limited to act as joint
bookrunners and placing agents in relation to the Placing (the
"Joint Bookrunners").
The Placing Shares shall, in all respects, rank pari passu with
ABG's ordinary shares.
Following completion of the Placing, Barrick has undertaken not
to dispose of any further ABG ordinary shares without the consent
of the Joint Bookrunners for a period of 120 days except that
consent shall not be required (i) in the event of an offer for the
entire issued share capital of ABG in accordance with the City Code
on Takeovers and Mergers or (ii) with respect to a single sale of
10–20 percent of Barrick's remaining shareholding in ABG to a
single corporate or strategic purchaser as part of a single
transaction, provided that such purchaser agrees to be bound by an
equivalent restriction for the remainder of the lock-up period.
Enquiries:
UBS Limited - Ted Larkin, Simon Lyons, Tel: +44 (0)20 7567
8000
J.P. Morgan Cazenove - Greg Chamberlain, Ben Davies, Tel:
+44 (0)20 7742
4000
RBC Europe Limited - Jonathan Stephens, Stephen Foss, Tel:
+44 (0)20 7653
4000
Important Notice:
This announcement is for information purposes only and shall
not constitute or form part of an offer to buy, sell, issue,
acquire or subscribe for, or the solicitation of an offer to buy,
sell, issue, acquire or subscribe for, any securities, nor shall
there be any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful.
In particular, the securities referred to herein have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "Securities Act") and may not be
offered, sold or transferred, directly or indirectly, within the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and the securities laws of any state or other
jurisdiction of the United States. No public offering of the
securities referred to herein is being made in the United Kingdom,
the United States, Australia, Canada, Japan, South Africa or any
other jurisdiction.
The distribution of this announcement and the Placing of the
Placing Shares as set out in this announcement in certain
jurisdictions may be restricted by law. No action has been taken
that would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any jurisdiction
where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform
themselves about, and to observe, such restrictions. Any failure to
comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
UBS Limited ("UBS"), J.P. Morgan Securities plc (which
conducts its UK investment banking activities as J.P. Morgan
Cazenove) ("JPMC") and RBC Europe Limited ("RBC"), each of which is
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the Financial Conduct Authority and the
Prudential Regulation Authority, are acting for the Seller in
connection with the Placing and no-one else and they will not be
responsible to anyone other than the Seller for providing advice in
relation to the Placing or any other matter referred to in this
announcement.
This announcement has been issued by and is the sole
responsibility of the Seller. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by UBS,
JPMC or RBC or by any of their respective affiliates or agents as
to, or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly
disclaimed.
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained or incorporated by reference in
this press release, including any information as to our strategy,
projects, plans or future financial or operating performance,
constitutes "forward-looking statements". All statements, other
than statements of historical fact, are forward-looking statements.
The words "expect", "intend", "may", "will" and similar expressions
identify forward-looking statements. Forward-looking statements are
necessarily based upon a number of estimates and assumptions that,
while considered reasonable by Barrick, are inherently subject to
significant business, economic and competitive uncertainties and
contingencies. Known and unknown factors could cause actual results
to differ materially from those projected in the forward-looking
statements. Such factors include, but are not limited to:
fluctuations in the spot and forward price of gold and copper or
certain other commodities; changes in national and local government
legislation, taxation, controls, regulations, expropriation or
nationalization of property and political or economic developments
in jurisdictions in which Barrick does or may carry on business in
the future; diminishing quantities or grades of reserves; increased
costs, delays, suspensions and technical challenges associated with
the construction of capital projects; the impact of inflation;
fluctuations in the currency markets; operating or technical
difficulties in connection with mining or development activities;
the speculative nature of mineral exploration and development,
including the risks of obtaining necessary licenses and permits;
contests over title to properties, particularly title to
undeveloped properties; risk of loss due to acts of war, terrorism,
sabotage and civil disturbances; litigation; business opportunities
that may be presented to, or pursued by, Barrick; our ability to
successfully integrate acquisitions or complete divestitures;
employee relations; availability and increased costs associated
with mining inputs and labor; and, the organization of our African
gold operations and properties under a separate listed company. In
addition, there are risks and hazards associated with the business
of mineral exploration, development and mining, including
environmental hazards, industrial accidents, unusual or unexpected
formations, pressures, cave-ins, flooding and gold bullion, copper
cathode or gold/copper concentrate losses (and the risk of
inadequate insurance, or inability to obtain insurance, to cover
these risks). Many of these uncertainties and contingencies can
affect our actual results and could cause actual results to differ
materially from those expressed or implied in any forward-looking
statements made by, or on behalf of, us. Readers are cautioned that
forward-looking statements are not guarantees of future
performance. All of the forward-looking statements made in this
press release are qualified by these cautionary statements.
Specific reference is made to the most recent Form 40-F/Annual
Information Form on file with the SEC and Canadian provincial
securities regulatory authorities for a discussion of some of the
factors underlying forward-looking statements.
Barrick disclaims any intention or obligation to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required by
applicable law.
INVESTOR CONTACT: Amy SchwalmVice President, Investor
Relations(416) 307-7422aschwalm@barrick.comMEDIA CONTACT: Andy
LloydVice President, Communications(416)
307-7414alloyd@barrick.com
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