Randgold Resources Limited: Announces Clarification Statement
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LONDON, November 7, 2018 - In the course of an interview with the Times yesterday, the CEO of Randgold Resources Ltd. ("Randgold"), Mark Bristow, was asked to comment on the possible strategic options available to Barrick Gold Corp. ("Barrick") in relation to Acacia Mining plc ("Acacia"), which is majority owned by Barrick. In the context of the discussion, a quotation was subsequently attributed to Mr. Bristow in an article published today under the headline "Barrick 'could buy out Acacia to end Tanzania dispute'" which stated:
"One of the options that Barrick has is to roll up Acacia into Barrick itself, in other words issue Barrick's shares to the Acacia minorities, take it back within the company and consolidate it."
Randgold, on behalf of Mr. Bristow, wishes to confirm that the views expressed by Mr. Bristow were his own and not those of Barrick and in no way were intended to reflect Barrick's intentions. Randgold also wishes to confirm that Mr. Bristow has held no specific discussions with Barrick or Acacia with regards to the making of a possible offer for Acacia. The Panel Executive has confirmed that there are no Takeover Code implications for Barrick nor its concert parties as a result of this announcement.
Enquiries
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Further information
This announcement is forinformation purposes only and is not intended to and does not constitute, orform 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.
Dealing disclosurerequirements
Under Rule 8.3(a) of theCode, any person who is interested in 1% or more of any class of relevantsecurities of an offeree company or of any securities exchange offeror (beingany offeror other than an offeror in respect of which it has been announced thatits offer is, or is likely to be, solely in cash) must make an Opening PositionDisclosure following the commencement of the offer period and, if later,following the announcement in which any securities exchange offeror is firstidentified. An Opening Position Disclosure must contain details of theperson's interests and short positions in, and rights to subscribe for, anyrelevant securities of each of (i) the offeree company and (ii) any securitiesexchange offeror(s). An Opening Position Disclosure by a person to whomRule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the10th business day following the commencement of the offer period and, ifappropriate, by no later than 3.30 pm (London time) on the 10th business dayfollowing the announcement in which any securities exchange offeror is firstidentified. Relevant persons who deal in the relevant securities of theofferee company or of a securities exchange offeror prior to the deadline formaking an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of theCode, any person who is, or becomes, interested in 1% or more of any class ofrelevant securities of the offeree company or of any securities exchangeofferor must make a Dealing Disclosure if the person deals in any relevantsecurities of the offeree company or of any securities exchange offeror.A Dealing Disclosure must contain details of the dealing concerned and of theperson's interests and short positions in, and rights to subscribe for, anyrelevant securities of each of (i) the offeree company and (ii) any securitiesexchange offeror(s), save to the extent that these details have previously beendisclosed 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 dayfollowing the date of the relevant dealing.
If two or more personsact together pursuant to an agreement or understanding, whether formal orinformal, to acquire or control an interest in relevant securities of anofferee company or a securities exchange offeror, they will be deemed to be asingle person for the purpose of Rule 8.3.
Opening PositionDisclosures must also be made by the offeree company and by any offeror andDealing Disclosures must also be made by the offeree company, by any offerorand by any persons acting in concert with any of them (see Rules 8.1, 8.2 and8.4).
Details of the offereeand offeror companies in respect of whose relevant securities Opening PositionDisclosures and Dealing Disclosures must be made can be found in the DisclosureTable on the Takeover Panel's website at www.thetakeoverpanel.org.uk, includingdetails of the number of relevant securities in issue, when the offer periodcommenced and when any offeror was first identified. You should contactthe Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in anydoubt as to whether you are required to make an Opening Position Disclosure ora Dealing Disclosure.
The defined terms usedin this section "Dealing disclosure requirements" are defined in theCode which can be found on the Takeover Panel's website.
Publication on Website
A copy of thisannouncement will be made available (subject to certain restrictions relatingto persons resident in Restricted Jurisdictions) on Randgold's website at www.randgoldresources.com by no laterthan 12 noon (London time) on the business day following the date of thisannouncement in accordance with Rule 26.1(a) of the Code.
Thecontent of the websites referred to in this announcement are not incorporatedinto and do not form part of this announcement.
This announcement willalso be available on SEDAR under Randgold's profile at www.sedar.com andon EDGAR under Randgold's profile at www.sec.gov.
Requesting hard copydocuments
In accordance with Rule30.3 of the Code, a person so entitled may request a hard copy of thisannouncement by contacting Computershare during business hours at 03707074040(from within Jersey or the UK) or +44 3707074040 (from outside Jersey or theUK) or by submitting a request in writing to Computershare Investor ServicesPLC, Corporate Actions Team, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY.If you have received this announcement in electronic form, copies of thisannouncement and any document or information incorporated by reference intothis document will not be provided unless such a request is made.
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.
SOURCE: Randgold Resources Ltd.