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Form 8 OPD (Randgold)
Tuesday, October 2, 2018

RANDGOLD RESOURCES LIMITED

Incorporated in Jersey, Channel Islands
Reg. No. 62686
LSE Trading Symbol: RRS
NASDAQ Trading Symbol: GOLD
("Randgold Resources" or the "Company")

 

Jersey, Channel Islands, 2 October 2018

 

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) Full name of discloser:

Randgold Resources Limited

(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.

-

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

Randgold Resources Limited

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

Monday 1 October 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 PARTY TO THE OFFER 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

 

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

     TOTAL:

Nil

-

Nil

-

 

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

 

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

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 (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

(a) Interests in Randgold Resources Limited’s (Randgold) ordinary shares held by the directors of Randgold and their close relatives and related trusts:

 

Class of relevant securities

Ordinary shares of $0.05 each

Director

No of Randgold ordinary shares held

Percentage of issued share capital

D.M. Bristow

(CEO)

839,034

0.889%

G.P. Shuttleworth

(CFO)

102,040

0.108%

C.L. Coleman

(Chairman)

19,800

0.021%

A.J.Quinn

(Senior non-executive director)

11,828

0.013%

S Ba-N’Daw

(Non-executive director)

6,159

0.007%

J Kassum

(Non-executive director)

7,200

0.008%

O Kirtley

(Non-executive director)

3,000

0.003%

J Mabunda Lioko

(Non-executive director)

8,635

0.009%

 

(b) Awards in Randgold ordinary shares held by the directors of Randgold and their close relatives and related trusts:

 

(i) D.M. Bristow

 

Number of ordinary shares to vest

Date of grant

Exercise price

Vesting date

Scheme type - award under the Restricted Share Scheme (subject to performance conditions)

44,619

12 May 2015

Nil

1 January 2019

36,380

23 March 2016

Nil

1 January 2020

41,281

17 March 2017

Nil

1 January 2021

Scheme type - award under the Co-investment Plan (subject to performance conditions)

45,475

23 March 2016

Nil

1 January 2019

51,602

17 March 2017

Nil

1 January 2020

Scheme type - award under the Long Term Investment Plan (subject to performance conditions)

78,395

15 May 2018

Nil

15 May 2021

 

(ii) G.P. Shuttleworth

 

Number of ordinary shares to vest

Date of grant

Exercise price

Vesting date

Scheme type - award under the Restricted Share Scheme (subject to performance conditions)

11,162

12 May 2015

Nil

1 January 2019

8,284

23 March 2016

Nil

1 January 2020

8,076

17 March 2017

Nil

1 January 2021

Scheme type - award under the Co-investment Plan (subject to performance conditions)

10,355

23 March 2016

Nil

1 January 2019

10,095

17 March 2017

Nil

1 January 2020

Scheme type - award under the Long Term Investment Plan (subject to performance conditions)

18,989

15 May 2018

Nil

15 May 2021

 

(c) Interests in Randgold’s ordinary shares held by connected advisers of Randgold

 

Norton Rose Fulbright LLP:

 

Class of relevant security:

 

Ordinary shares of $0.05 each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

1

0

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

 

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).

 

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:

Irrevocable commitments and letters of intent should not be included. 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:

Tuesday 2 October 2018

Contact name:

Martin Welsh

Telephone number:

+44 1534 60 37 05

 

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 disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

 

RANDGOLD RESOURCES ENQUIRIES:

Chief Executive
Mark Bristow
+44 788 071 1386
+44 779 775 2288

Financial Director
Graham Shuttleworth
+44 1534 735 333
+44 779 771 1338

Investor & Media Relations
Kathy du Plessis
+44 20 7557 7738
Email: randgold@dpapr.com

 

 


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