REG - Shandong Gold Group Barrick Gold Corp - Form 8 (DD) - Barrick Gold Corporation
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Shandong Gold Group Co., Ltd.
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each offeror/offeree
Barrick Gold Corporation (Offeror)
(d) Status of person making the disclosure:
e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)
Person acting in concert with Barrick Gold Corporation (the offeror)
(e) Date dealing undertaken:
20 December 2018
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
No
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing
Class of relevant security:
Common shares in the capital of Barrick Gold Corporation
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
10,394,000
0.8902
Nil
0
(2) Cash-settled derivatives:
Nil
0
Nil
0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
Nil
0
Nil
0
TOTAL:
10,394,000
0.8902
Nil
0
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists:
Nil
Details, including nature of the rights concerned and relevant percentages:
N/A
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales: see 4(a) below
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
Class of relevant security
Purchase/sale
Number of securities
Price per unit
Common Shares
Purchase
800,000
C$ 18.1268
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
Class of relevant security
Purchases/ sales
Total number of securities
Highest price per unit paid/received
Lowest price per unit paid/received
(b) Cash-settled derivative transactions
Class of relevant security
Product description
e.g. CFD
Nature of dealing
e.g. opening/closing a long/short position, increasing/reducing a long/short position
Number of reference securities
Price per unit
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of relevant security
Product description e.g. call option
Writing, purchasing, selling, varying etc.
Number of securities to which option relates
Exercise price per unit
Type
e.g. American, European etc.
Expiry date
Option money paid/ received per unit
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"
Pursuant to a Mutual Strategic Investment Agreement dated 24 September 2018 between Shandong Gold Group Co., Ltd. and Barrick Gold Corporation (the "Mutual Agreement"), Shandong Gold Group Co., Ltd. has agreed to purchase common shares of Barrick Gold Corporation (such common shares being "relevant securities" for the purposes of the Takeover Code), and Barrick Gold Corporation has agreed to purchase shares of Shandong Gold Mining Co., Ltd., a subsidiary of Shandong Gold Group Co., Ltd., in each case, such share acquisitions will be made through on-market purchases on the applicable facilities of stock exchanges on which those shares are listed, and in each case with an aggregate purchase price of up to US$300 million (or its equivalent in the applicable local currencies). The reciprocal mutual investments governed by the Mutual Agreement are expected to be made within 12 months from the date of the Mutual Agreement, unless otherwise agreed.
In connection with the Mutual Agreement, Shandong Gold Group Co., Ltd. has also delivered on 24 September 2018 an Undertaking and Acknowledgment to Barrick Gold Corporation, in which it acknowledges and undertakes that both it and its affiliates will comply with certain restrictions on the acquisition of Barrick Gold Corporation securities and securities of Randgold Resources Limited.
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions)
No
Supplemental Form 8 (SBL)
No
Date of disclosure:
21 December 2018
Contact name:
John Fei
Telephone number:
+852 28255098
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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.ENDDCCGMMZZMMKGRZM
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