TORONTO, ONTARIO--(Marketwire - Aug. 16, 2012) - Barrick Gold Corporation (NYSE:ABX)(TSX:ABX) ("Barrick") notes the recent press speculation regarding Barrick's holding in African Barrick Gold plc ("ABG").
ABG is subject to the UK City Code on Takeovers and Mergers (the "Code") and in accordance with its obligations under the Code, Barrick confirms that it is in preliminary discussions with China National Gold Group Corporation ("China Gold") regarding its holding in ABG.
As noted in Barrick's 2012 Second Quarter Report, Barrick has adopted a renewed focus on maximizing shareholder value through a disciplined capital allocation program which includes optimizing Barrick's portfolio of assets and maximizing returns on investment and free cash flow. The preliminary discussions relating to ABG form part of this program. Barrick remains both committed to and confident in ABG, its qualified and experienced management team and its portfolio of world-class assets.
Discussions are at an early stage, and there can be no certainty that these discussions will result in the acquisition of all or part of Barrick's holding in ABG.
The Panel Executive has confirmed to Barrick on an ex parte basis that, in view of Barrick's 73.9 percent stake in ABG, the 28 day deadline referred to in Rule 2.6(a) of the Code will not apply to China Gold in respect of this announcement.
To the extent that any offer is made for Barrick's 73.9 per cent stake in ABG, then an offer will be made to all shareholders in ABG in accordance with the Code.
Further announcements will be made in due course as appropriate.
UBS Limited, which is authorized and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial adviser to Barrick regarding its holding in ABG and no-one else and will not be responsible to anyone other than Barrick for providing the protections offered to clients of UBS or for providing advice in relation to ABG or the contents of this announcement or any transaction or arrangement referred to herein.
(1) The Code required a public announcement to be made if, in these circumstances, the company (i.e., ABG) is the subject of rumor and speculation and/or there is an untoward movement in its share price.
(2) Disclosure Requirements of the Code
Rule 2.4(c)(ii) of the Code requires that any announcement which commences an offer period (such as this announcement) and any subsequent announcement which first identifies an offeror must include the following summary of the provisions of Rule 8 of the Code.
Under Rule 8.3(a) of the Code, any person who is interested in one percent or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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.
(3) CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
Certain information contained in this press release, including any information as to our strategy or plans and other statements that express management's expectations, constitute "forward-looking statements". All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Barrick cautions the reader that such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual performance or achievements of Barrick to be materially different from the company's estimated future results, performance or achievements expressed or implied by those forward-looking statements and the forward-looking statements are not guarantees of future performance. These risks, uncertainties and other factors include, but are not limited to: the worldwide price of gold and copper or certain other commodities; the ability of Barrick to complete any proposed transaction on terms acceptable to it or at all; the impact of global liquidity and credit availability; legislative, political or economic developments in the jurisdictions in which Barrick carries on business and, in particular, Tanzania; the impact of the regulatory environment applicable to any proposed transaction or to Barrick; the timing of cash flows and the values of assets and liabilities based on projected future cash flows; fluctuations in currency markets; acts of war, terrorism, sabotage and civil disturbances; operating or technical difficulties in connection with mining or development activities; employee relations; availability and costs associated with mining inputs and labor; the speculative nature of exploration and development, including the risks of obtaining necessary licenses and permits and diminishing quantities or grades of reserves; changes in costs and estimates associated with our projects; inflation; contests over title to properties, particularly title to undeveloped properties; the risks involved in the exploration, development and mining business. Certain of these factors are discussed in greater detail in Barrick's most recent Form 40-F/Annual Information Form on file with the U.S. Securities and Exchange Commission and Canadian provincial securities regulatory authorities.
Barrick 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.