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Barrick Gold and Randgold merger scheme document released

Published by , Assistant Editor
Global Mining Review,

On 24 September 2018, the Boards of Barrick Gold Corporation (Barrick) and Randgold Resources Ltd (Randgold) reached agreement on the terms of a recommended share-for-share merger of Barrick and Randgold to create an industry-leading gold company. It is intended that the merger will be implemented by means of a court-sanctioned scheme of arrangement of Randgold and the Randgold shareholders under Article 125 of the Companies (Jersey) Law 1991, with the entire issued and to be issued share capital of Randgold being acquired by Barrick.

The scheme document relating to the merger, together with the associated forms of proxy, were made available to the Randgold shareholders on Friday and, for information only, to persons with information rights and participants in the Randgold share plans. The scheme document contains, amongst other things, a letter from the Non-Executive Chairman of Randgold, an explanatory statement from CIBC and Barclays, the full terms and conditions of the scheme, notices convening the Jersey Court Meeting and the extraordinary general meeting (EGM), an expected timetable of principal events and details of the actions to be taken by Randgold shareholders.

A copy of the scheme document is now available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Randgold's website (

Randgold shareholders should carefully read the scheme document in its entirety before making a decision with respect to the Scheme.

Notices of the Jersey Court meeting and the EGM

To become effective, the scheme requires, amongst other things, that the requisite majority of scheme shareholders vote in favour of the scheme at the Jersey Court Meeting and that the requisite majority of Randgold shareholders vote in favour of the Special Resolution at the EGM, as described in the scheme document. The scheme is also subject to the satisfaction or waiver of the other conditions set out in the scheme document.

The Jersey Court meeting and the EGM will both be held at the offices of Ogier at 44 Esplanade, St Helier, Jersey JE4 9WG on 5 November 2018. The Jersey Court Meeting will start at 9.00 a.m. and the extraordinary general Meeting will start at 9.15 a.m. (or as soon thereafter as the Jersey Court Meeting has concluded).

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