TIDMABX TIDMACA
RNS Number : 7740Z
Barrick Gold Corporation
22 May 2019
Update Concerning Acacia Mining plc
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
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER UNDER RULE 2.4 OF
THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON
TAKEOVERS AND MERGERS. THERE CAN BE NO CERTAINTY THAT ANY FIRM
OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT
BE MADE
TORONTO, May 21, 2019 - Barrick Gold Corporation (NYSE: GOLD)
(TSX: ABX) ("Barrick" or the "Company") today provides the
following update in relation to Acacia.
Barrick met today with the Directors and senior management of
Acacia and presented a proposal to acquire all of the shares it
does not already own in Acacia through a share for share exchange
of 0.153 Barrick shares for each ordinary share of Acacia (the
"Proposal"). The Proposal assumes that no further dividends will be
paid by Acacia following the date of the Proposal. The exchange
ratio is based on the 20-day volume weighted average trading prices
of Acacia and Barrick as at market close in London and New York on
20 May 2019. This implies a value for Acacia of US$787 million and
total consideration to the minority shareholders of Acacia of
US$285 million.
Barrick has been negotiating with the Government of Tanzania
("GoT") for the last two years to seek a basis for a settlement of
Acacia's ongoing disputes with the GoT and to establish a viable
framework under which Acacia could resume its full operations in
Tanzania and rebuild its relationships with the GoT. While a basis
for a settlement has been developed but not finalized, in meetings
this past weekend, the GoT stated that it is not prepared to enter
into a settlement directly with Acacia.
As a consequence of the negotiations with the GoT, Barrick has
had the opportunity to undertake detailed due diligence on the
Acacia assets and on the basis of this work has concluded that the
Proposal on the terms set out above reflects the fair value of the
company. Since the Proposal is in Barrick shares, the Acacia
minority shareholders will be able to benefit from any future
potential upside in both the Acacia assets and Barrick's broader
portfolio of assets.
The Proposal is subject to the satisfaction of a number of
customary conditions, including receiving the recommendation of the
Acacia Board. Barrick reserves the right to waive all or any of
such conditions at its discretion. The Proposal does not constitute
an offer or impose any obligation on Barrick to make an offer.
There can be no certainty that any offer for Acacia will ultimately
take place, nor as to the structure of any such offer, should one
be forthcoming, even if the pre-conditions are satisfied or waived.
Barrick reserves the right to: (a) vary the form and/or mix of
consideration referred to in this announcement and/or introduce
other forms of consideration; and (b) make an offer or other
proposal on less favorable terms than an exchange ratio of 0.153
Barrick shares for each ordinary share of Acacia referred to in
this announcement with the agreement, recommendation or consent of
the board of Acacia.
Barrick will have the right to reduce the number of new Barrick
shares that Acacia minority shareholders will receive under the
terms of the Proposal by the amount of any dividend (or other
distribution) which is declared, paid or made by Acacia to Acacia
shareholders.
This announcement does not amount to a firm intention to make an
offer under Rule 2.7 of the Code, which regulates the making of
offers for public companies listed in the UK.
In accordance with Rule 2.6(a) of the Code, Barrick must, by not
later than 5.00 p.m. on 18 June 2019, either announce a firm
intention to make an offer for Acacia in accordance with Rule 2.7
of the Code or announce that it does not intend to make an offer,
in which case the announcement will be treated as a statement to
which Rule 2.8 of the Code applies. This deadline will only be
extended with the consent of the UK Takeover Panel in accordance
with Rule 2.6(c) of the Code.
A further announcement will be made as and when appropriate.
Enquiries:
Kathy du Plessis Deni Nicoski
Investor and Senior Vice President,
Media Relations Investor Relations
+44 20 7557 +1 416 307-7474
7738 dnicoski@barrick.com
barrick@dpapr.com
Website: www.barrick.com
Dealing Disclosure Requirements of the Code
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 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 "Disclosure requirements
of the Code" are defined in the Code which can be found on the
Takeover Panel's website.
Publication on Website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.barrick.com no later than 12.00 noon (London
time) on 22 May 2019 (being the business day following the date of
this announcement) in accordance with Rule 26.1(a) of the Code. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the close of
business on 20 May 2019 (being the day before this announcement),
Barrick confirms that it had in issue 1,751,981,799 common shares
admitted to trading on the Toronto Stock Exchange and the New York
Stock Exchange. The International Securities Identification Number
(ISIN) for Barrick common shares is CA0679011084.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. The information
disclosed in this announcement 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 the United
Kingdom.
The shares mentioned in this announcement (the "Shares") have
not been and will not be registered under the US Securities Act or
under the securities laws of any state or other jurisdiction of the
United States. Accordingly, the Shares may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly
or indirectly, in or into the United States absent registration
under the US Securities Act of 1933 or an exemption therefrom.
There will be no public offer of Shares in the United States.
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 "will", "imply", "could", "possible", "seek", "propose",
"may", "can", "should", "could", "would", and similar expressions
identify forward-looking statements. In particular, this press
release contains forward-looking statements including, without
limitation, with respect to the future growth, results of
operations, performance, business prospects and opportunities of
Barrick and Acacia; the Proposal; the integration of Acacia's
business with the existing operations of Barrick; the impact of the
Proposal on the financial position of Barrick and Acacia; and the
outlook for Barrick's and Acacia's respective businesses and the
gold mining industry generally based on information currently
available. These expectations may not be appropriate for other
purposes.
Forward-looking statements are necessarily based upon a number
of estimates and assumptions including material estimates and
assumptions related to the factors set forth below that, while
considered reasonable by the Company as at the date of this press
release in light of management's experience and perception of
current conditions and expected developments, 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, and undue reliance should not be
placed on such statements and information. Such factors include,
but are not limited to: expectations regarding whether the Proposal
will be formally announced including whether the pre-conditions to
formal announcement of the Proposal will be satisfied, and the
anticipated timing of a formal announcement; expectations regarding
whether the Proposal will be completed, including whether any
conditions to completion of the Proposal will be satisfied, and the
anticipated timing for completion; the combined company's future
plans, business prospects and performance, growth potential,
financial strength, market profile, revenues, working capital,
capital expenditures, investment valuations, income, margins,
access to capital and overall strategy; expectations regarding the
receipt of any necessary regulatory and third party approvals and
the expiration of all relevant waiting periods; the anticipated
number of Barrick common shares to be issued as consideration for
the Proposal, the expected total capitalization of Barrick on a
consolidated basis following the Proposal and the ratio of the
Barrick common shares to be held by Barrick shareholders and Acacia
shareholders, respectively, following the Proposal; the anticipated
benefits of the Proposal; expectations regarding the value and
nature of the consideration payable to Acacia shareholders as a
result of the Proposal; the anticipated mineral reserves of Barrick
following completion of the Proposal; and the expenses of the
Proposal; fluctuations in the spot and forward price of gold,
copper, or certain other commodities (such as silver, diesel fuel,
natural gas, and electricity); the speculative nature of mineral
exploration and development; changes in mineral production
performance, exploitation, and exploration successes; risks
associated with projects in the early stages of evaluation, and for
which additional engineering and other analysis is required to
fully assess their impact; the duration of the Tanzanian ban on
mineral concentrate exports; the ultimate terms of any definitive
agreement to resolve the dispute relating to the imposition of the
concentrate export ban and allegations by the Government of
Tanzania that Acacia under-declared the metal content of
concentrate exports from Tanzania and related matters; diminishing
quantities or grades of reserves; increased costs, delays,
suspensions and technical challenges associated with the
construction of capital projects; operating or technical
difficulties in connection with mining or development activities,
including geotechnical challenges and disruptions in the
maintenance or provision of required infrastructure and information
technology systems; failure to comply with environmental and health
and safety laws and regulations; timing of receipt of, or failure
to comply with, necessary permits and approvals;; the impact of
global liquidity and credit availability on the timing of cash
flows and the values of assets and liabilities based on projected
future cash flows; adverse changes in our credit ratings; the
impact of inflation; fluctuations in the currency markets; changes
in national and local government legislation, taxation, controls or
regulations and/ or changes in the administration of laws, policies
and practices, expropriation or nationalization of property and
political or economic developments in Tanzania and other
jurisdictions in which the Company or its affiliates do or may
carry on business in the future; lack of certainty with respect to
foreign legal systems, corruption and other factors that are
inconsistent with the rule of law; damage to the Company's
reputation due to the actual or perceived occurrence of any number
of events, including negative publicity with respect to the
Company's handling of environmental matters or dealings with
community groups, whether true or not; the possibility that future
exploration results will not be consistent with the Company's
expectations; risks that exploration data may be incomplete and
considerable additional work may be required to complete further
evaluation, including but not limited to drilling, engineering and
socioeconomic studies and investment; risk of loss due to acts of
war, terrorism, sabotage and civil disturbances; litigation and
legal and administrative proceedings; contests over title to
properties, particularly title to undeveloped properties, or over
access to water, power and other required infrastructure; business
opportunities that may be presented to, or pursued by, the Company;
our ability to successfully integrate acquisitions or complete
divestitures; risks associated with working with partners in
jointly controlled assets; employee relations including loss of key
employees; increased costs and physical risks, including extreme
weather events and resource shortages, related to climate change;
availability and increased costs associated with mining inputs and
labor. 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 or 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 more detailed discussion of
some of the factors underlying forward-looking statements and the
risks that may affect Barrick's ability to achieve the expectations
set forth in the forward-looking statements contained in this press
release.
The Company 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.
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
STRCKDDBNBKBBPB
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