29th Aug 2012 15:22
FORM 8 (OPD) PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Identity of the party to the offer making African Barrick Gold Plc the disclosure:
("ABG") (b) Owner or controller of interests and short N/A positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient (c) Name of offeror/offeree in relation to ABG whose relevant securities this form relates: Use a separate form for each party to the offer (d) Is the party to the offer making the OFFEREE disclosure the offeror or the offeree? (e) Date position held: 28 August 2012 (f) Has the party previously disclosed, or is NO it today disclosing, under the Code in respect of any other party to this offer?
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security: ABG ordinary shares of 0.10 pence each ("ABG Shares") Interests Short positions Number % Number % (1) Relevant securities owned NIL - NIL - and/or controlled: (2) Derivatives (other than NIL - NIL - options): (3) Options and agreements to NIL - NIL - purchase/sell: TOTAL: NIL - NIL -
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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
Class of relevant security in N/A relation to which subscription right exists: Details, including nature of the N/A rights concerned and relevant percentages:
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.
(c) Irrevocable commitments and letters of intent
Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):
None
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:
3.1 Beneficial holdings of directors of ABG in ABG Shares
Director Number of ABG Shares Percentage of currently issued share capital of ABG Derek Pannell 20,000 0.0049 Kevin Jennings 35,000 0.0085 Andre Falzon 9,000 0.0022 David Hodgson 13,000 0.0032
3.2 Options and derivatives held by directors of ABG over ABG Shares
ABG Long Term Incentive Plan
Name Number of ABG Market price at Vesting date Shares over which date of award awards held Greg Hawkins 40,219 5.12 25 November 2013 90,543 4.97 30 November 2014 Kevin Jennings 22,482 5.12 25 November 2013 65,795 4.97 30 November 2014 ABG Share Option Plan Name Number of ABG Exercise Earliest Final Expiry Shares to price (£) vesting date vesting date date which option relates Greg Hawkins 125,000 5.68 27 April 2011 27 April 26 April 2014 2017 142,501 5.12 25 November 25 November 24 2011 2014 November 2017 135,202 4.97 29 November 29 November 29 2012 2015 November 2018 Total 402,703 Kevin 100,000 5.68 27 April 2011 27 April 26 April Jennings 2014 2017 79,659 5.12 25 November 25 November 24 2011 2014 November 2017 98,247 4.97 29 November 29 November 29 2012 2015 November 2018 Total 277,906 Deferred Share UnitsName Number of Deferred Price at date of Grant date Share Units granted award (£) Andre Falzon 6,000 3.62 27 April 2012 David Hodgson 10,687 3.51 4 May 2012 Michael Kenyon 20,606 3.64 1 May 2012 Derek Pannell 10,990 3.64 1 May 2012
3.3 Interests of other parties in ABG Shares
Name Number of ABG Shares Percentage of currently issued share capital of ABG Barrick Gold Corporation 303,246,950 73.94 Mrs J Jennings 9,000 0.0022
3.4 Interests of advisers in ABG shares
Interests Short positions Name Number of ABG Percentage of Number of ABG Percentage of Shares currently Shares currently issued share issued share capital of ABG capital of ABG UBS Limited 7,500 0.0018 6,700 0.0016
UBS Limited is engaged as financial adviser to Barrick Gold Corporation
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 3 for each additional class of relevant security.
Details of any open derivative or option positions, 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).
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 making the disclosure or any person acting in concert with it:
If there are no such agreements, arrangements or understandings, state "none"
NONE
(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 making the disclosure, or any person acting in concert with it, 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: 29 August 2012 Contact name: Laura Rich Telephone number: +44(0)207 129 7156
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. 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.
PINXRelated Shares:
ACA.L