TIDMACA
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 OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
18 September 2019
RECOMMED SHARE OFFER
for
ACACIA MINING PLC
by
BARRICK GOLD CORPORATION
intended to be effected by means of a scheme of arrangement under Part 26 of
the Companies Act
De-listing and cancellation of trading of Acacia Shares
Further to the announcement made by Acacia Mining plc ("Acacia") and Barrick
Gold Corporation on 17 September 2019 that the Scheme had become effective in
accordance with its terms, Acacia today announces 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 were each
cancelled with effect from 8.00 a.m. (London time) today.
Capitalised terms in this announcement, unless otherwise defined, have the same
meanings as set out in the scheme document sent to Acacia Shareholders on 12
August 2019.
Enquiries:
Acacia Mining plc +44 (0) 20 7129 7150
Sally Marshak +44 (0) 752 580 7953
Head of Investor Relations and
Communications
Camarco +44 (0) 20 3757 4980
Gordon Poole/Nick Hennis
J.P. Morgan Cazenove (joint financial adviser +44 20 7742 4000
and broker to Acacia)
Barry Weir
James Robinson
Dimitri Reading-Picopoulos
RBC Capital Markets (joint financial adviser +44 (0) 20 7653 4000
and broker to Acacia)
Kevin Smith
Paul Betts
Vicky Liu
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
Important notices relating to Financial Advisers
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.
Further Information
This announcement is for information purposes only and is not intended to, and
does not, constitute or form any part of, an offer to sell or an invitation to
subscribe for or purchase any securities or the solicitation of any vote or
approval in any jurisdiction, nor shall there be any sale, issuance or transfer
of the securities referred to in this announcement in any jurisdiction in
contravention of applicable law.
The Acquisition is being made solely through the Scheme Document (unless
Barrick elects, with the consent of the Panel, to implement the Acquisition by
way of Takeover Offer), which contains the full terms and conditions of the
Acquisition. Acacia Shareholders are advised to read the Scheme Document
carefully.
This announcement does not constitute a prospectus.
This announcement has been prepared for the purpose of complying with English
law 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 the United Kingdom.
About Acacia
Acacia Mining plc (LSE:ACA) is the UK holding company of the Acacia Group,
Tanzania's largest gold miner and one of the largest producers of gold in
Africa. The Acacia Group has three mines, all located in north-west Tanzania:
Bulyanhulu, which is owned and operated by Bulyanhulu Gold Mine Limited,
Buzwagi, which is owned and operated by Pangea Minerals Limited and North Mara,
which is owned and operated by North Mara Gold Mine Limited. The Acacia Group
also has a portfolio of exploration projects in Kenya, Burkina Faso and Mali.
Acacia Mining plc is a UK public company headquartered in London. It is listed
on the Main Market of the London Stock Exchange with a secondary listing on the
Dar es Salaam Stock Exchange. Barrick Gold Corporation is the majority
shareholder of Acacia Mining plc.
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 Acacia is located in countries
other than the US, and some or all of its 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 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 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 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 Statements
This 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
includes "forward-looking statements" that express or imply expectations of
future events or results as opposed to historical facts. Forward-looking
statements are generally identified by the words "plans," "expects,"
"anticipates," "believes," "intends," "estimates" and other similar
expressions. All forward-looking statements involve a number of risks,
uncertainties and other factors, many of which are beyond the control of
Acacia, which could cause actual results and developments to differ materially
from those expressed in, or implied by, the forward-looking statements
contained herein. Although Acacia's management believes that the expectations
reflected in such forward-looking statements are reasonable, Acacia cannot give
assurances that such statements will prove to be correct. Accordingly,
investors should not place reliance on forward-looking statements contained in
this announcement. Any forward-looking statements in this announcement only
reflect information available at the time of preparation. Save as required
under the Market Abuse Regulation or otherwise as may be required under
applicable law, Acacia explicitly disclaims any obligation or undertaking
publicly to update or revise any forward-looking statements in this
announcement, whether as a result of new information, future events or
otherwise. Nothing in this announcement should be construed as a profit
forecast or estimate and no statement made should be interpreted to mean that
Acacia's profits or earnings per share for any future period will necessarily
match or exceed its historical published profits or earnings per share.
General
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriate authorised independent financial adviser.
END
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September 18, 2019 03:30 ET (07:30 GMT)
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