Recommended all-share merger of Randgold Resources Limited (Randgold) and Barrick Gold Corporation (Barrick) (the Merger).
THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE MERGER (COLLECTIVELY, THE INFORMATION). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS AND THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Basis of access to the Micro-Site
Please read this notice carefully before clicking "I agree" or "I disagree" below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by Randgold from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Randgold.
Any person seeking access to the Micro-Site represents and warrants to Randgold that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy or exchange shares (including American Depositary Shares) in Randgold. Further, it does not constitute a recommendation by Randgold or any other party to sell, buy or exchange securities in Randgold.
The Merger cannot be validly accepted by holders of Randgold shares (including American Depositary Shares) or any other persons through means of downloading any Information from this Micro-Site.
Randgold shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Merger. Any shareholder action required in connection with the Merger will be set out in documents sent to or made available to Randgold's shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Viewing the Information in jurisdictions other than the United Kingdom or Jersey may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom or Jersey who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Copies of any documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Randgold (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into any Restricted Jurisdiction.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the "I disagree" box below.
The Information is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase, subscribe for or exchange any securities or the solicitation of an offer to buy, subscribe for or exchange any securities pursuant to the Merger or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in the Information in any jurisdiction in contravention of applicable law. The Merger is expected to be implemented by a scheme of arrangement under Jersey company law. The Scheme Document will contain the full terms and conditions of the Merger, including details of how to vote in respect of the Merger. Randgold shareholders are strongly advised to read the Scheme Document in full once it has been despatched. Any vote in relation to the Merger should be made only on the basis of the information contained in the Scheme Document.
Subject to future developments, Barrick and Randgold may make filings with the US Securities and Exchange Commission (the SEC) in connection with a possible Merger. Holders of Randgold shares or American Depositary Shares should read any such SEC filings in connection with a possible Merger, as they will contain important information. Those documents, if and when filed, as well as Barrick’s and Randgold’s other public filings with the SEC may be obtained without charge at the SEC’s website at www.sec.gov. In additional, Randgold’s public filings with the SEC may be obtained without charge at Randgold’s website at www.randgoldresources.com.
Shareholders of Randgold in Canada should note that the Merger relates to the securities of a Jersey company listed on the Main Market of the London Stock Exchange, is subject to UK disclosure requirements and practices (which are different from those applicable in Canada) and is proposed to be implemented under a scheme of arrangement under Jersey company law. All documents prepared by Randgold in connection with the Merger that are filed with the SEC will also be filed in Canada under Randgold’s System for Electronic Document Analysis and Retrieval (SEDAR) profile.
Shareholders of Randgold (including holders of American Depositary Shares) ordinarily resident in the United States of America (US) or with a registered address in the US (and any custodian, nominee or trustee holding Randgold shares in the US or with a registered address in the US) (US Holders) should note that the Merger relates to the securities of a Jersey company listed on the Main Market of the London Stock Exchange, is subject to UK disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement under Jersey company law.
A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder (collectively, the US Exchange Act), and the proxy solicitation rules under the US Exchange Act will not apply to the Merger. A scheme of arrangement would be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US Exchange Act. Any financial information included in this section of the website has been or will have been prepared in accordance with IFRS, and thus may not be comparable to financial information of companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Randgold and Barrick 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 judgement.
Forward looking statements
The Information (including information incorporated by reference in the Information), oral statements made regarding the Merger, and other information published by Barrick and Randgold contain statements which are, or may be deemed to be, forward-looking statements (or forward-looking information), under applicable securities laws including for the purposes of the US Private Securities Litigation Reform Act of 1995. 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 Randgold 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. The forward-looking statements contained in the Information include statements relating to the expected effects of the Merger on Barrick and Randgold, the expected timing and scope of the Merger and other statements other than historical facts. 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”, “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”, “would”, “might” or “will” be taken, occur or be achieved. Although Barrick and Randgold believe that the expectations reflected in such forward-looking statements are reasonable, Barrick and Randgold can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because 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.
These factors include: risks relating to relating to Barrick and its subsidiary undertakings (the Barrick Group) and Randgold and its subsidiary undertakings’ (the Randgold Group) credit rating; local and global political and economic conditions; the Barrick Group’s and the Randgold Group’s economic model and liquidity risks; fluctuations in the spot and forward price of gold, copper, or certain other commodities (such as silver, diesel fuel, natural gas, and electricity);financial services risk; the risks associated with Barrick’s and Randgold’s brand, reputation and trust; environmental risks; safety and technology risks; the ability to realise the anticipated benefits of the Merger or implementing the business plan for the combined group, including as a result of a delay in completing the Merger or difficulty in integrating the businesses of the companies involved (including the retention of key employees); changes in or enforcement of 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 Canada, the United States, the Democratic Republic of Congo, Mali and other jurisdictions in which the Barrick Group and Randgold Group carry on business or in which the New Barrick Group 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; legal or regulatory developments and changes; the outcome of any litigation, arbitration or other dispute proceeding; the impact of any acquisitions or similar transactions; competition and market risks; the impact of foreign exchange rates; pricing pressures; the possibility that future exploration results will not be consistent with the 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; contests over title to properties, particularly title to undeveloped properties, or over access to water, power and other required infrastructure; and business continuity and crisis management. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Barrick nor Randgold, 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 the Information 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 Randgold is under any obligation, and Barrick and Randgold 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.
In relation to any Information, the only responsibility accepted by the directors of Randgold is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise. Neither Randgold nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Canadian Imperial Bank of Commerce, London Branch (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 nor for providing advice in relation to the Merger, or any matter or other document referred to in the Information. 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 matter or other document referred to in the Information, the Merger or otherwise.
Barclays Bank PLC, acting through its Investment Bank (Barclays), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, 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 nor for providing advice in relation to the Merger or any other matters referred to in the Information. 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 the Information, the Merger or otherwise.
THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
- By clicking on "I agree" below, you:
- confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
- warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
- agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.
If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to Randgold’s homepage.