RANDGOLD RESOURCES LTD

The Barrick merger scheme became effective on 1 January 2019 once the Court Order was delivered to the Jersey Registrar. Randgold's UK listing was cancelled at 8:00 a.m. GMT on 2 January 2019, its NASDAQ ADS trading was cancelled the same morning, and new Barrick shares issued to Randgold shareholders were to list on the NYSE (as 'GOLD') and TSX (as 'ABX') around 9:30 a.m. ET. This completes the merger thread that began with the October 2018 circular. A 'change in corporate structure' notice is listed by title only, and the exchange ratio is not in the visible text.

listing compliance notice

On 17 December 2018 the Royal Court of Jersey sanctioned the scheme of arrangement for the all-share merger of Randgold and Barrick, the court step expected in the 14 November timetable. All conditions are now met or waived except delivery of the Court Order to the Jersey Registrar, expected on 1 January 2019. Randgold shares and ADSs are to be suspended on 31 December and delisted on 2 January 2019, and Barrick's NYSE ticker is to change from ABX to GOLD. A third exhibit on the interim dividend and share issuance is listed by title only, so its terms are not shown here.

business combination

Randgold published an indicative timetable for the Barrick merger: court hearing 17 December 2018, effective date 1 January 2019, Randgold listing cancelled on 2 January 2019, and new Barrick shares issued that day. Shareholders are expected to receive a 2018 interim dividend of US$2.69 per share on 11 January 2019, subject to board approval. Dates are indicative, and the scheme must be implemented by 28 February 2019 unless extended. The merger has not yet been completed, so the shareholder outcome is not yet final.

dividend declaration

Proxy advisers ISS and Glass Lewis recommended that Randgold shareholders vote for the Barrick merger, supporting the 5 November vote. The filing also carries a Kibali update: Bristow expects record results for the September quarter and to beat the 730,000 oz target, and the third hydropower station (Azambi) is commissioned, fulfilling the mid-2018 target. Kibali agreed with the DRC Finance Ministry on reimbursing $218 million of outstanding VAT, with $40 million paid upfront and the rest settled by offset, and local goods and services are to be exempt from VAT.

business combination

Randgold sent shareholders the circular for a recommended all-share merger with Barrick Gold Corporation, to be done by a Jersey court-approved scheme of arrangement. If completed, Randgold's London and Nasdaq listings would be cancelled and holders would receive new Barrick shares. The Jersey Court Meeting and Extraordinary General Meeting are set for 5 November 2018, and the directors unanimously recommend voting in favour. The filing also lists a release (title only, text not shown) on a government go-ahead for Morila's agribusiness project, which relates to the agripole plan already in the context. The exchange ratio is not in the visible text.

regulatory community update

Randgold's Q1 2018 results show production of 286,890 oz (Q4 2017: 340,958 oz), total cash cost up to $720/oz from $627/oz and profit down to $66.5m from $87.1m. Cash rose 3% to $739.5m with no debt. The company says it kept 2018 guidance at 1.30-1.35 million oz. Kibali's quarterly production was up 22% on the year-earlier quarter and is on track for its 730,000 oz target, while Tongon was hit by work stoppages and Loulo-Gounkoto had planned lower grades. Exploration at Massawa added reserve opportunities, and Bristow says the company is hunting for its next big project. This follows the Tongon stability issues in the Côte d'Ivoire thread and the Massawa decision thread.

production update

A 15 March 2018 release says an industry legal and technical team has arrived in Kinshasa to negotiate over the new DRC mining code, after a 7 March meeting where President Kabila said the industry's concerns would be dealt with after the code was signed into law, which suggests the code was signed. A 30-day engagement period began 14 March. The companies say they are willing to negotiate extra royalties and other tax changes, and want priority given to the 10-year stability clause in Article 276 of the 2002 code. Kibali (Randgold and AngloGold Ashanti) and other major mines resigned from the Congolese Chamber of Commerce (FEC). Separately, on 16 March shares vested or were issued to Bristow and Shuttleworth under incentive plans, partly vested in each case, and both also bought deferred bonus shares at $82.96, leaving Bristow with 839,034 shares (0.89%) and Shuttleworth with 102,040 (0.11%).

regulatory community update

Randgold said on 4 February 2018 it is engaging the DRC government at the highest level to stop a new mining code, passed by both houses of parliament but not yet signed by the president. Bristow says the code tries to scrap the 10-year stability clause of the 2002 code, and Randgold says it holds a written government declaration protecting Kibali's rights and will seek to enforce them, including through international arbitration, if engagement fails. The same filing carries 2017 results: record production up 5% to 1.315 million oz, total cash cost down 3% to $620/oz, profit up 14% to $335m, cash up 39% to $720m with no debt, and a proposed dividend of $2.00 per share, double 2016's $1.00. Kibali's underground mine was commissioned, ending its eight-year build, with the third hydropower station due mid-year. 2018 guidance is 1.30-1.35 million oz at $590-640/oz, and a Massawa production decision is due later in 2018. This continues the DRC fiscal-regime thread and the Kibali shaft and Massawa threads; a separate dividend timetable exhibit's text is not shown.

regulatory community update

With the 2016 annual report, Randgold said it is positioned to sustain profitable production, with a 10-year plan at a $1,000/oz gold price and about 1.2 million oz a year. Attributable reserves fell 1% and resources fell 8% to 25.5 million oz, while reserve grade rose to 3.7g/t; Kibali reserves fell to 9.2 million oz from 10.6 million oz after depletion and a remodel of the underground geology. The AGM is set for 2 May 2017. The 'proposed dividend increased' text is not shown, so any change to the $1.00 figure cannot be confirmed here.

dividend declaration

Randgold reported 2016 results: record production of 1,252,957 oz (2015: 1,211,288 oz), total cash cost down 6% to $639/oz, and profit up 38% to $294.2m. The board proposed a 52% higher dividend of $1.00 per share (up from 60 cents). Cash reached $516.3m with no debt, passing the $500m net cash target set in 2015, and the 2015 target of 1.2Moz was met. The board approved the Gounkoto super pit (replacing the earlier underground-only plan) and said the Massawa-Sofia project in Senegal could meet its investment criteria. Morila is now tailings retreatment and heads for closure in 2019. Kibali's shaft development is due for completion by end 2017. The timetable exhibit text is not shown.

dividend declaration

At the 5 May 2015 AGM shareholders approved the 2014 final dividend of US$0.60 per share, payable 29 May 2015, and all resolutions passed on a poll. Valid scrip elections covered about 30.77% of shares available, with 250,635 new shares to be admitted on 29 May. Q1 2015 results: profit from mining rose 5% to $143.9m, profit was $51.3m, production was 279,531 oz at $708/oz total cash cost, and cash on hand rose 71% to $141.2m. Issued shares were 92,941,521 with 92,879,196 voting rights at 30 April. Non-executive directors were awarded shares (chairman 2,500, senior director 2,000, others 1,500).

dividend declaration

With the 2014 annual report, Randgold said it intends to keep its dividend rising or at least flat each year, and proposed 60 cents per share for the 5 May 2015 AGM. It also aims to build net cash to about $500m for new mine developments or other growth opportunities. Bristow says the company may look at opportunities created by stressed markets and may play a part in restructuring the gold industry; this is a stated possibility, not a transaction. The bundle also includes the AGM notice, a reserves release and a voting rights notice, whose text is not shown. Chairman is named as Christopher Coleman, replacing Philippe Liétard in the earlier context.

dividend declaration

Randgold reported 2014 results: group production rose 26% to 1,147,414 oz (2013: 910,374 oz) and total cash cost per ounce fell to $698 from $715. Profit fell 17% to $271.2m because of the lower gold price, yet the board proposed a 20% higher final dividend of 60 US cents per share, subject to shareholder approval. The year ended with no borrowings, the revolving credit facility was doubled to $400m, and Kibali produced 526,627 oz in its first full year, delivering on the 2014 ramp-up thread. A Gounkoto underground feasibility study shows a 900,000 oz reserve with a $137.5m capital cost, with development starting in 2018 and full production in 2020. Bristow says the 1.2Moz target for 2015 is within reach.

dividend declaration

This filing bundles May 2014 releases. The DRC opened the Kibali mine on 2 May 2014; Kibali is described as owned 45% each by Randgold and AngloGold Ashanti plus SOKIMO, with an investment of more than US$2.5 billion (up from the US$1.7 billion cited earlier), and it produced 88,200 oz and US$68.3 million of operating profit before interest, tax and depreciation in its first production quarter to December. At the 6 May AGM shareholders approved a final 2013 dividend of US$0.50 per share, payable 30 May 2014, and approved the scrip dividend scheme; each non-executive director was awarded 1,200 shares. Results of the scrip election and the Q1 performance release are listed but their text is not shown.

dividend declaration

On 24 September 2013 Randgold said Kibali in the DRC poured its first gold, ahead of the original year-end target and in line with capital forecasts. This resolves the 'first pour targeted October 2013' thread; Bristow expects Kibali to comfortably exceed 30,000 oz for the rest of 2013 and to meet a 2014 forecast of 550,000 oz, with gold sales due to start the following month, the sulphide circuit due in Q2 2014 and underground first ore in early 2015. A separate notice says BlackRock Global Funds World Mining Fund went above 3% (2.8 million shares, 3.04%) on 18 September 2013.

production update

On 23 July 2013 Randgold said Kibali's first gold pour is now targeted for October 2013, with oxide circuit commissioning scheduled in the third quarter and the first hydrostation due in the first quarter of 2014. It put Kibali's initial investment at US$1.7 billion, funded by Randgold and partner AngloGold Ashanti (which also fund SOKIMO, the state miner holding a 10% carried interest). A 27 July release says the Tongon mine in Côte d'Ivoire is improving after last year's operational setbacks, helped by more stable grid power. Bristow noted the recent drop in the gold price is hurting the industry and said Randgold's business is planned to stay profitable at lower prices.

production update