Share Name Share Symbol Market Type Share ISIN Share Description
Acacia Mining Plc LSE:ACA London Ordinary Share GB00B61D2N63 ORD 10P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  +0.00p +0.00% 234.00p 234.60p 235.40p - - - 0 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Mining 520.5 75.8 11.3 20.3 960

ACACIA MINING PLC Announcement of Court Sanction

13/09/2019 2:52pm

UK Regulatory (RNS & others)


 
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 
 
                                                              13 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 
 
                         Court sanction of the Scheme 
 
On 19 July 2019, the Boards of Acacia Mining plc ("Acacia") and Barrick Gold 
Corporation ("Barrick") announced that they had reached agreement on the terms 
of a recommended offer by Barrick for the ordinary share capital of Acacia that 
Barrick does not already own (the "Acquisition"), to be effected by means of a 
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 
(the "Scheme"). The scheme circular was published by Acacia on 12 August 2019 
(the "Scheme Document") and the Scheme was approved by the Scheme Shareholders 
at the Court Meeting on 3 September 2019. 
 
Acacia and Barrick are pleased to announce that the High Court of Justice in 
England and Wales has today made an order sanctioning the Scheme under section 
899 of the Companies Act 2006. 
 
Capitalised terms in this announcement, unless otherwise defined, have the same 
meanings as set out in the Scheme Document. 
 
Director resignations and appointments 
 
Acacia further announces that, with effect from the Effective Date (expected to 
be 17 September 2019), Peter Geleta, Rachel English, Steve Lucas, Deborah 
Gudgeon, Alan Ashworth and Adrian Reynolds shall resign as directors of Acacia, 
and Graham Shuttleworth and Martin Welsh shall be appointed as new directors of 
Acacia. 
 
Next steps 
 
Acacia confirms that the Scheme Record Time for the Scheme will be 6.00 p.m. 
(London time) on 16 September 2019. Scheme Shareholders on Acacia's register of 
members at the Scheme Record Time will, upon the Scheme becoming effective in 
accordance with its terms ("Effective"), be entitled to receive: 
 
For every Scheme Share: 0.168 New Barrick Shares and any Acacia Exploration 
Properties Special Dividends and any Deferred Cash Consideration Dividends, as 
described in the Scheme Document. 
 
Suspension of 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 are expected to take place with effect from 7.30 
a.m. (London time) on 17 September 2019. The last day of dealing in Acacia 
Shares will therefore be 16 September 2019 and, once suspended, it is not 
expected that trading in Acacia Shares will recommence. 
 
It is expected that the Scheme will become Effective on 17 September 2019 and 
that the listing of the Acacia Shares on the premium listing segment of the 
Official List and the trading of Acacia Shares on the London Stock Exchange's 
Main Market will each be cancelled with effect from 8.00 a.m. (London time) on 
18 September 2019. 
 
Further announcements will be made when the Scheme has become Effective and 
when the admission to listing and admission to trading of Acacia Shares have 
each been cancelled. 
 
The expected timetable of principal events for the implementation of the Scheme 
is set out on page 5 of the Scheme Document. These dates and times are 
indicative only and could be subject to change. If any of the key dates or 
times set out in the expected timetable change, an announcement will be made 
via a Regulatory Information Service. 
 
A copy of this announcement will be available on Acacia's website at 
www.acaciamining.com, subject to certain restrictions relating to persons 
resident in Restricted Jurisdictions. 
 
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. 
 
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 3.30pm (London time) on the 10th business day following 
the commencement of the offer period and, if appropriate, by no later than 
3.30pm (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 3.30pm (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. 
 
Publication on website and availability of hard copies 
 
In accordance with Rule 26.1 of the Code, a copy of this announcement will be 
available on Acacia's website at www.acaciamining.com. The content of the 
website referred to in this announcement is not incorporated into and does not 
form part of this announcement. 
 
In accordance with Rule 30.3 of the Code, Acacia Shareholders may request a 
hard copy of this announcement by contacting Computershare Investor Services 
PLC during business hours at +44(0) 370 707 1895  or by submitting a request in 
writing to Computershare Investor Services PLC, Corporate Actions Team, The 
Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. If you have received this 
announcement in electronic form, copies of this announcement and any document 
or information incorporated by reference into this document will not be 
provided unless such a request is made. 
 
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 
 

(END) Dow Jones Newswires

September 13, 2019 09:52 ET (13:52 GMT)

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