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Randgold Scheme Document

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Randgold Scheme Document THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This document contains details of proposals which, if implemented, will result in the cancellation of the listing of the Randgold Shares on the Official List and of trading of Randgold Shares on the London Stock Exchange’s main market for listed securities and the cancellation of the listing of Randgold ADSs on NASDAQ. Part 2 (Explanatory Statement) of this document comprises an Explanatory Statement in compliance with Article 126 of the Jersey Companies Law. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own independent personal financial advice immediately from your stockbroker, bank manager, accountant, fund manager or other appropriate independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended), if you are resident in the UK, or from another appropriately authorised independent financial adviser if you are resident in a territory outside the UK. If you sell or have sold or otherwise transferred all of your Randgold Shares, please send this document, together with all accompanying documents (other than documents or forms personal to you) and any reply-paid envelope at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. However, such documents must not be forwarded or transmitted in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws or regulations of such jurisdiction. If you sell or have sold or otherwise transferred only part of your holding of Randgold Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected. The release, publication or distribution of this document and/or the accompanying documents (in whole or in part) in or into or from jurisdictions other than the United Kingdom, Jersey, Canada or the United States may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about, and observe, any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. Recommended All-Share Merger of RANDGOLD RESOURCES LIMITED (a company incorporated under the laws of Jersey with registration number 62686) with BARRICK GOLD CORPORATION (a public company incorporated under the laws of Ontario, Canada with registration number 1787274) to be effected by means of a Scheme of Arrangement under Article 125 of the Companies (Jersey) Law 1991 Circular to Randgold Shareholders and Explanatory Statement Notice of Jersey Court Meeting and Notice of Extraordinary General Meeting The New Barrick Shares to be received by Scheme Shareholders under the Scheme have not been, and will not be, registered under the Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and no regulatory clearances in respect of the registration of New Barrick Shares have been, or will be, applied for in any such jurisdiction. It is intended that the New Barrick Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof. Under applicable US securities laws, Randgold Shareholders who are or will be “affiliates” of Barrick within 90 days prior to or after the Effective Date will be subject to certain transfer restrictions relating to the New Barrick Shares received in connection with the Scheme. Randgold ADS Holders should refer to paragraph 12 of Part 1 (Letter from the Non-Executive Chairman of Randgold) of this document. Application has been made to the TSX and the NYSE to list the New Barrick Shares on the TSX and on the NYSE. Listing of the New Barrick Shares is subject to TSX and NYSE approval and must be obtained prior to the closing of the Merger. The transactions contemplated herein have not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the transaction or upon the adequacy of the information contained in this document. Any representation to the contrary is unlawful. The securities to be issued as described herein have not been approved or disapproved by the SEC or the securities regulatory authority of any state of the United States, nor has the SEC or any United States state securities regulatory authority passed upon the fairness or merits of the transaction or upon the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence. Neither this document nor any of the accompanying documents do or are intended to, and do not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval pursuant to the Scheme or otherwise, in any jurisdiction in which such offer, invitation or solicitation is unlawful. This document is not a prospectus for the purposes of either the Companies (General Provisions) (Jersey) Order 2002, the Control of Borrowing (Jersey) Order 1958 or the Collective Investment Funds (Certified Funds — Prospectuses) (Jersey) Order 2012. This document, together with the accompanying Forms of Proxy and including all information incorporated into this document by reference to another source, should be read as a whole. Your attention is drawn to the letter from the Chairman of Randgold in Part 1 (Letter from the Non-Executive Chairman of Randgold) of this document, which contains the unanimous recommendation of the Randgold Directors that you vote in favour of the Scheme at the Jersey Court Meeting and the Special Resolution to be proposed at the Extraordinary General Meeting. A letter from CIBC and Barclays explaining the Scheme appears in Part 2 (Explanatory Statement) of this document and constitutes an explanatory statement in compliance with Article 126 of the Jersey Companies Law. Notices of the Shareholder Meetings, which will be held at the offices of Ogier at 44 Esplanade, St Helier, Jersey JE4 9WG on 5 November 2018, are set out in Part 12 (Notice of Jersey Court Meeting) and Part 13 (Notice of Extraordinary General Meeting) of this document. The Jersey Court Meeting will start at 9.00 a.m. on that date, and the Extraordinary General Meeting at 9.15 a.m. (or as soon thereafter as the Jersey Court Meeting shall have concluded or adjourned). The action to be taken in respect of the Shareholder Meetings is set out on pages 1-3 of this document. A blue Form of Proxy for use in connection with the Jersey Court Meeting and a white Form of Proxy for use in connection with the Extraordinary General Meeting accompany this document. You are asked to complete and return the enclosed Forms of Proxy in accordance with the instructions printed thereon as soon as possible, but in any event so as to be received by Randgold’s registrar, Computershare, not later than 24 hours before the time appointed for the relevant Shareholder Meeting or, in the case of any adjournment, not later than 24 hours before the time fixed for the adjourned Shareholder Meeting. If you hold your Randgold Shares in uncertificated form (i.e. in CREST), you may vote using the CREST proxy voting service in accordance with the procedures set out in the CREST Manual (please also refer to the accompanying notes to the Notice of the Extraordinary General Meeting set out in Part 12 (Notice of Jersey Court Meeting) and Part 13 (Notice of Extraordinary General Meeting)). Proxies submitted via CREST (under CREST participant ID 3RA50) must be received by Randgold’s registrar, Computershare, not later than 24 hours before the time appointed for the relevant Shareholder Meeting or, in the case of any adjournment, not later than 24 hours before the time fixed for the adjourned Shareholder Meeting. However, if the blue Form of Proxy for the Jersey Court Meeting is not lodged by the relevant time, the blue Form of Proxy may be handed to Randgold’s registrar, Computershare, on behalf of the Chairman of the Jersey Court Meeting, or to the Chairman of the Jersey Court Meeting, before the start of the Jersey Court Meeting. In the case of the Extraordinary General Meeting, if the white Form of Proxy is not lodged by the relevant time, it will be invalid unless the Extraordinary General Meeting is adjourned for not more than 48 hours, in which case the white Form of Proxy may be handed to a representative of Randgold’s registrar, Computershare, on behalf of the Chairman of the Extraordinary General Meeting, or to the Chairman of the Extraordinary General Meeting, before the start of the Extraordinary General Meeting. The return of a completed Form of Proxy, submitting a proxy vote electronically or transmitting a CREST Proxy Instruction will not prevent you from attending in person the Jersey Court Meeting, or the Extraordinary General Meeting, or any adjournment thereof, and voting in person if you so wish and are so entitled. Certain terms used in this document are defined in Part 11 (Definitions) of this document. i IMPORTANT NOTICES 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 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 or for providing advice in relation to the Merger or other matters referred to in this document.
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