TIDMRRS TIDMABX
RNS Number : 7743L
Randgold Resources Ld
31 December 2018
Not for release, publication or distribution, in whole or in
part, in or into any jurisdiction where to do so would constitute a
violation of the relevant laws of such jurisdiction
For immediate release
SUSPENSION OF TRADING
Jersey, Channel Islands, 31 December 2018
Randgold Resources Limited ("Randgold") announces that trading
of Randgold Shares on the London Stock Exchange's main market for
listed securities and the listing of Randgold Shares on the
Official List of the UK Listing Authority have been suspended with
effect from 7:30 a.m. (GMT) today. Trading of Randgold ADSs on
NASDAQ will be halted with effect from 4:00 a.m. (ET) today.
Capitalised terms used but not otherwise defined in this
announcement have the meaning given to them in the Scheme Document
dated 4 October 2018.
Enquiries
Randgold
Chief Executive Officer Finance Director and Investor & Media Relations
Mark Bristow Chief Financial Officer Kathy du Plessis
Graham Shuttleworth +44 20 7557 7738
randgold@dpapr.com
CIBC (financial adviser to Randgold)
Neil Johnson +44 20 7234 6000
Oliver Ward
Barclays (financial adviser and corporate
broker to Randgold)
Paul Knight +1 416 863 8900
Nishant Amin +44 20 7623 2323
Andrew Tusa +44 20 7623 2323
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 Merger or otherwise, nor shall there
be any sale, issuance or transfer of securities of Randgold in any
jurisdiction in contravention of applicable law. The Merger will be
implemented solely by means of the Scheme Document, which contains
the full terms and conditions of the Merger. Any decision in
respect of, or other response to, the Merger should be made only on
the basis of the information contained in the Scheme Document and
this announcement
This announcement does not constitute a prospectus or prospectus
equivalent document.
CIBC, which is supervised and regulated by the Office of the
Superintendent of Financial Institutions in Canada and, in the UK,
authorised by the PRA, subject to regulation by the FCA and limited
regulation by the PRA, is acting exclusively as financial adviser
to Randgold and for no one else in connection with the Merger and
will not be responsible to anyone other than Randgold for providing
the protections afforded to clients of CIBC or for providing advice
in relation to the Merger, the content of this announcement or any
matter or other document referred to herein. Neither CIBC 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 CIBC in connection with this
announcement, any statement contained herein, the Merger or
otherwise.
Barclays, which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
Randgold and no one else in connection with the Merger and will not
be responsible to anyone other than Randgold for providing the
protections afforded to clients of Barclays or for providing advice
in relation to the Merger, the content of this announcement or any
matter or other document referred to in this announcement. Neither
Barclays 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 Barclays
in connection with any matter referred to in this announcement or
otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than Canada, the United States, the
United Kingdom and Jersey may be restricted by law and therefore
any persons who are subject to the law of any jurisdiction other
than Canada, the United States, the United Kingdom and Jersey
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 Merger 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, Jersey law, certain
applicable securities laws 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 and
Jersey.
Copies of this announcement and formal documentation relating to
the Merger 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.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document and Randgold Shareholders are
advised to read carefully the Scheme Document.
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 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 all information incorporated
into this announcement by reference to another source will be made
available (subject to any applicable restrictions relating to
persons resident in Restricted Jurisdictions) on Randgold's website
at http://www.randgoldresources.com by no later than 12 noon
(Greenwich Mean Time) on the Business Day following the date of
publication of this announcement. For the avoidance of doubt, save
as expressly referred to in this announcement, the content of these
websites is not incorporated into and do not form part of this
announcement.
Randgold Shareholders may request a copy of this announcement
(and any information incorporated into it by reference to another
source) in hard copy form. You may also request that all future
documents, announcements and information sent to you in relation to
the Merger should be in hard copy form. For persons who receive a
copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested. Such requests may be made by contacting
Computershare during business hours on 0370 707 4040 (+44 370 707
4040 if calling from outside the UK) or by submitting a request in
writing to Computershare Investor Services PLC, Corporate Actions
Team, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ.
If you are a Randgold ADS Holder, you should instead make the
request by writing to the Depositary, Citibank, N.A. The Depositary
can also be reached by calling 1-877-248-4237 from within the US or
(781) 575-4555 from outside the US or via email at
citibank@shareholders-online.com.
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
SRSEASAEDFPPFFF
(END) Dow Jones Newswires
December 31, 2018 02:44 ET (07:44 GMT)
Randgold Resources (LSE:RRS)
Historical Stock Chart
From Oct 2024 to Nov 2024
Randgold Resources (LSE:RRS)
Historical Stock Chart
From Nov 2023 to Nov 2024
