-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KpBjly4SB1tHJqiVPvRmaKVCNOibvuUmUrqzTmDFLQYSomHGteDwO3/mRsOrB/jb UKEIy9R6hnMEXk+FL/yk/g== 0000950172-02-002360.txt : 20021112 0000950172-02-002360.hdr.sgml : 20021111 20021112134506 ACCESSION NUMBER: 0000950172-02-002360 CONFORMED SUBMISSION TYPE: CB/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021112 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AURIONGOLD LTD CENTRAL INDEX KEY: 0001174498 IRS NUMBER: 000000000 STATE OF INCORPORATION: C3 FILING VALUES: FORM TYPE: CB/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78282 FILM NUMBER: 02816502 BUSINESS ADDRESS: STREET 1: SKADDEN ARPS SLATE MEAGHER & FLOM STREET 2: SUITE 1820 NORTH TOWER PO BOX 189 CITY: TORONTO STATE: A6 ZIP: M5J 2J4 MAIL ADDRESS: STREET 1: RAMS HOUSE 189 CORONATION DR STREET 2: MILTON QLD 4064 PO BOX 465 CITY: BRISBANE QLD STATE: A1 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLACER DOME INC CENTRAL INDEX KEY: 0000819996 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CB/A BUSINESS ADDRESS: STREET 1: 1055 DUNSMUIR ST STE 1600 STREET 2: PO BOX 49330 BENTALL POSTAL STATION CITY: VANCOUVER BC CANADA STATE: A1 BUSINESS PHONE: 6046827082 MAIL ADDRESS: STREET 1: 1600-1055 DUNSMUIR ST STREET 2: PO BOX 49330 BENTALL STATION CITY: VANCOUVER STATE: A1 ZIP: V7X1P1 CB/A 1 was5009.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM CB TENDER OFFER/RIGHTS OFFERING NOTIFICATION FORM (AMENDMENT NO. 36) Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to file this Form: Securities Act Rule 801 (Rights Offering) |_| Securities Act Rule 802 (Exchange Offer) |X| Exchange Act Rule 13e-4(h)(8) (Issuer Tender Offer) |_| Exchange Act Rule 14d-1(c) (Third Party Tender Offer) |_| Exchange Act Rule 14e-2(d) (Subject Company Response) |_| AurionGold Limited (Name of Subject Company) Australia (Jurisdiction of Subject Company's Incorporation or Organization) Placer Dome Inc. (Name of Person(s) Furnishing Form) Common Shares (Title of Class of Subject Securities) 725906-1-01 (CUSIP Number of Class of Securities (if applicable)) J. Donald Rose Executive Vice President, Secretary and General Counsel Placer Dome Inc. 1600-1055 Dunsmuir Street Vancouver, British Columbia V7X 1P1 (604) 682-7082 (Name, Address (including zip code) and Telephone Number (including area code) of Person(s)Authorized to Receive Notices and Communications on Behalf of Person Furnishing Form) May 28, 2002 (Date Tender Offer/Rights Offering Commenced) PART I - INFORMATION SENT TO SECURITY HOLDERS Item 1. Home Jurisdiction Documents. (a) On November 8, 2002, Placer Dome Asia Pacific Limited, a wholly owned subsidiary of Placer Dome Inc., lodged the following documents with the Australian Securities & Investments Commission. Document Number Description -------- ----------- 1. Thirty Sixth Supplementary Bidder's Statement for the ordinary shares of AurionGold Limited; and 2. Notice Under Section 650D Of The Corporations Act (Extension of Offer Period). (b) Not applicable. Item 2. Information Legends. A legend compliant with Rule 802(b) under the Securities Act of 1933, as amended, has been included in the Bidder's Statement and Offer of Placer Dome Asia Pacific Limited. PART II - INFORMATION NOT REQUIRED TO BE SENT TO SECURITY HOLDERS (1) Not applicable. (2) Not Applicable. (3) Not Applicable. PART III - CONSENT TO SERVICE OF PROCESS Placer Dome Inc. has previously filed with the SEC an Irrevocable Consent and Power of Attorney on Form F-X. PART I - INFORMATION SENT TO SECURITY HOLDERS Document 1 PLACER DOME ASIA PACIFIC LIMITED THIRTY SIXTH SUPPLEMENTARY BIDDER'S STATEMENT This document is a supplementary bidder's statement to the Bidder's Statement dated 27 May 2002 ("Original Statement") by Placer Dome Asia Pacific Limited (ABN 80 050 284 967) ("Bidder") which was lodged at the Australian Securities and Investments Commission on 27 May 2002 in relation to the Bidder's offers ("Offers") for all of the ordinary shares ("Shares") in AurionGold Limited (ABN 60 008 560 978) ("AurionGold"). Previous supplementary bidder's statements by the Bidder relating to the Original Statement were lodged with ASIC on:
27 May 2002 4 July 2002 2 August 2002 30 August 2002 14 October 2002 7 June 2002 10 July 2002 6 August 2002 9 September 2002 16 October 2002 11 June 2002 12 July 2002 7 August 2002 10 September 2002 17 October 2002 17 June 2002 25 July 2002 8 August 2002 20 September 2002 23 October 2002 24 June 2002 29 July 2002 16 August 2002 23 September 2002 1 November 2002 26 June 2002 30 July 2002 19 August 2002 2 October 2002 27 June 2002 31 July 2002 28 August 2002 11 October 2002
("Previous Supplementary Bidder's Statements"). This Thirty Sixth Supplementary Bidder's Statement should be read together with the Original Statement and Previous Supplementary Bidder's Statements. Unless the context requires otherwise, terms defined in the Original Statement and the Previous Supplementary Bidder's Statements have the same meaning in this Statement. Placer Dome Inc. Press Release Attached as Annexure A is a press release by Placer Dome Inc. in relation to extension of the Offer Period from 6.00 pm (Sydney time) Friday, 8 November 2002 to 6.00 pm (Sydney time) Friday, 15 November 2002. A copy of the press release will be sent to all AurionGold shareholders who have not accepted the Offer and all holders of options to acquire shares in AurionGold. Dated: 8 November 2002 SIGNED by PETER TOMSETT on behalf of PLACER DOME ASIA PACIFIC LIMITED who is authorised to sign this Statement pursuant to a resolution passed by the directors of Placer Dome Asia Pacific Limited on 8 November 2002. /s/ Peter Tomsett - ----------------------------- Peter Tomsett Director A copy of this Statement was lodged with the Australian Securities and Investments Commission on 8 November 2002. ASIC does not take any responsibility for the contents of this Statement ANNEXURE A - PLACER DOME INC. PRESS RELEASE [GRAPHIC OMITTED][GRAPHIC OMITTED] Placer Dome extends AURIONGOLD offer Vancouver, Canada, November 7, 2002; Brisbane, Australia, November 8, 2002: Placer Dome Inc ("Placer Dome") (TSX: PDG, NYSE: PDG, ASX: PDG) announced today that its wholly owned subsidiary, Placer Dome Asia Pacific Limited, will extend the scheduled closing date of its offer for AurionGold Limited ("AurionGold") (the "Offer") by 1 week to 6:00pm (AEST) on Friday, 15 November 2002. Placer Dome's shareholding in AurionGold is now over 87%. Consideration will be dispatched to accepting shareholders within 5 business days after Placer Dome receives their acceptance.* If Placer Dome becomes entitled to 90% of the shares in AurionGold, it intends to compulsorily acquire the remainder of the company. In these circumstances, Placer Dome will acquire any outstanding shares and AurionGold will seek de-listing of its shares. The compulsory acquisition process typically takes approximately 2 months to complete and it is important to understand that, if this should occur, you will be paid later than those AurionGold shareholders who accept the Offer or sell their shares on market while the Offer remains open. Broker Handling Fees The revised broker handling fee (as outlined in previous announcements including Placer Dome's twenty fifth supplementary bidder's statement on 10 September 2002) will be available until the scheduled close of the Offer at 6:00pm on Friday, 15 November 2002. Placer Dome has not yet made a decision about whether it will extend the Offer, or if it extends the Offer whether any further broker handling fee will be payable. -end- * Except for certain foreign shareholders who are entitled to receive the cash proceeds of sale of the shares to which they would have been entitled but for clause 2.2 of the Offer (see page 169 Bidder's Statement and the third Supplementary Bidder's Statement, clause 1). Such shareholders will receive their consideration in accordance with the original timetable set out in clause 5.1 of the Offer. Suite 1600, Bentall IV 1055 Dunsmuir Street Tel: 604.682.7082 (PO Box 49330, Bentall Postal Station) Fax: 604.682.7092 Vancouver, British Columbia, Canada V7X 1P2 Visit us at www.placerdome.com [LOGO OF PLACER DOME INC.] FOR SHAREHOLDER INQUIRIES PLEASE CONTACT: Placer Dome shareholder information line: In Australia 1 800 222 212 International +61 2 9353 2055 FOR ANALYST INQUIRIES PLEASE CONTACT: Placer Dome Inc. In Australia: Brenda Radies Richard Phillips (1 604) 661 1911 Macquarie Bank Limited (61 3) 9635 8360 In North America: George Brack Macquarie North America Ltd (1 604) 605 1762 FOR MEDIA INQUIRIES PLEASE CONTACT: Placer Dome Inc. In Australia: Brenda Radies Hinton & Associates (1 604) 661 1911 Lisa Keenan (61 3) 9600 1979 In the United States: Citigate Sard Verbinnen Paul Verbinnen / Paul Caminiti (1 212) 687 8080 On the Internet: www.placerdome.com CAUTIONARY NOTE Some of the statements contained in this news release are forward-looking statements, such as estimates and statements that describe Placer Dome's future plans, objectives or goals, including words to the effect that Placer Dome or management expects a stated condition or result to occur. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to among other things, reserves, resources, results of exploration, capital costs and mine production costs could differ materially from those currently anticipated in such statements by reason of factors such as the productivity of Placer Dome's mining properties, changes in general economic conditions and conditions in the financial markets, changes in demand and prices for the minerals Placer Dome produces, litigation, legislative, environmental and other judicial, regulatory, political and competitive developments in domestic and foreign areas in which Placer Dome operates, technological and operational difficulties encountered in connection with Placer Dome's mining activities, and labour relations matters and costs. "Placer Dome" is used in this news release to collectively mean Placer Dome Inc., its subsidiary companies and its proportionate share of joint ventures. "Placer Dome Group" or "Group" means collectively Placer Dome Inc., its subsidiary companies, its proportionate share of joint ventures and also companies for which it equity accounts. "Placer Dome Group's share" or the "Group's share" is defined to exclude minority shareholders' interest. The "Corporation" refers to Placer Dome Inc. Document 2 NOTICE UNDER SECTION 650D OF THE CORPORATIONS ACT EXTENSION OF OFFER PERIOD TO: AurionGold Limited ("AurionGold") (ABN 60 008 560 978) Australian Securities & Investments Commission ("ASIC") Each person to whom an offer was made ("Offer") pursuant to the Bidder's Statement dated 27 May 2002 ("Bidder's Statement") by Placer Dome Asia Pacific Limited (ABN 80 050 284 967) ("Bidder") who has not accepted the Offer and each holder of options to acquire shares in AurionGold. EXTENSION OF OFFER PERIOD In accordance with section 650D of the Corporations Act 2001, the Bidder gives notice that it varies the Offers by extending the closing date of the Offer from 6.00 pm (Sydney time) on Friday, 8 November 2002 to 6:00 pm (Sydney time) on Friday, 15 November 2002. Unless the context requires otherwise, terms defined in the Bidder's Statement have the same meaning as in this Notice. Dated: 8 November 2002 SIGNED by PETER TOMSETT and STUART MACKENZIE on behalf of PLACER DOME ASIA PACIFIC LIMITED who are authorised to sign this Notice pursuant to a resolution passed by the directors of Placer Dome Asia Pacific Limited on 8 November 2002. /s/ Peter Tomsett /s/ Stuart MacKenzie - ---------------------- --------------------------- Peter Tomsett Stuart MacKenzie DIRECTOR DIRECTOR A copy of this Notice was lodged with the Australian Securities and Investments Commission on 8 November 2002. ASIC does not take any responsibility for the contents of this Notice. PART IV - SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. PLACER DOME INC. By: /s/ Geoffrey P. Gold ------------------------------ Name: Geoffrey P. Gold Title: Vice-President, Associate General Counsel and Assistant Secretary November 8, 2002 -----END PRIVACY-ENHANCED MESSAGE-----