#page 7187 | Explore Tumblr Posts and Blogs

zirhlikuzgun · 3 months

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January's crew - Page 22

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[17881] {7153} ♂ Clyde Hanson

[17882] {7154} ❤️ ♀ Julia Hanson

[17883] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17884] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17885] [¯\_(ツ)_/¯ newborn babies]

[17886] {7155} ♂ Claude Hanson

[17887] {7156} ❤️ ♀ Jade Hanson

[17888] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17889] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17890] [¯\_(ツ)_/¯ newborn babies]

[17891] {7157} ♂ Craig Hanson

[17892] {7158} ❤️ ♀ Jonatha Hanson

[17893] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17894] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17895] [¯\_(ツ)_/¯ newborn babies]

[17896] {7159} ♂ Chesle Hanson

[17897] {7160} ❤️ ♀ Jean Hanson

[17898] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17899] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17900] [¯\_(ツ)_/¯ newborn babies]

[17901] {7161} ♂ Esydore Corren

[17902] {7162} ❤️ ♀ Eddi Corren

[17903] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17904] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17905] [¯\_(ツ)_/¯ newborn babies]

[17906] {7163} ♂ Espore Corren

[17907] {7164} ❤️ ♀ Emily Corren

[17908] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17909] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17910] [¯\_(ツ)_/¯ newborn babies]

[17911] {7165} ♂ Ethan Corren

[17912] {7166} ❤️ ♀ Ellie Corren

[17913] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17914] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17915] [¯\_(ツ)_/¯ newborn babies]

[17916] {7167} ♂ Evan Corren

[17917] {7168} ❤️ ♀ Emerald Corren

[17918] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17919] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17920] [¯\_(ツ)_/¯ newborn babies]

[17921] {7169} ♀ L'Orympia Makulis

[17922] {7170} ❤️ ♂ Oysher Makulis

[17923] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17924] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17925] [¯\_(ツ)_/¯ newborn babies]

[17926] {7171} ♀ LaReary Makulis

[17927] {7172} ❤️ ♂ Oizel Makulis

[17928] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17929] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17930] [¯\_(ツ)_/¯ newborn babies]

[17931] {7173} ♀ Lori Makulis

[17932] {7174} ❤️ ♂ Osman Makulis

[17933] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17934] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17935] [¯\_(ツ)_/¯ newborn babies]

[17936] {7175} ♀ Linda Makulis

[17937] {7176} ❤️ ♂ Orlando Makulis

[17938] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17939] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17940] [¯\_(ツ)_/¯ newborn babies]

[17941] {7177} ♀ R'Oreal Beil

[17942] {7178} ❤️ ♂ D-omas Beil

[17943] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17944] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17945] [¯\_(ツ)_/¯ newborn babies]

[17946] {7179} ♀ Rhonda Beil

[17947] {7180} ❤️ ♂ Dallas Beil

[17948] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17949] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17950] [¯\_(ツ)_/¯ newborn babies]

[17951] {7181} ♀ Reese Beil

[17952] {7182} ❤️ ♂ Dawgy Beil

[17953] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17954] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17955] [¯\_(ツ)_/¯ newborn babies]

[17956] {7183} ♀ Rachel Beil

[17957] {7184} ❤️ ♂ Dodge Beil

[17958] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17959] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17960] [¯\_(ツ)_/¯ newborn babies]

[17961] {7185} ♂ Ryndas Kirsten

[17962] {7186} ❤️ ♀ Martina Kirsten

[17963] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17964] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17965] [¯\_(ツ)_/¯ newborn babies]

[17966] {7187} ♂ Rorck Kirsten

[17967] {7188} ❤️ ♀ Martha Kirsten

[17968] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17969] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17970] [¯\_(ツ)_/¯ newborn babies]

[17971] {7189} ♂ Randall Kirsten

[17972] {7190} ❤️ ♀ Macy Kirsten

[17973] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17974] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17975] [¯\_(ツ)_/¯ newborn babies]

[17976] {7191} ♂ Raymond Kirsten

[17977] {7192} ❤️ ♀ Matilda Kirsten

[17978] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17979] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17980] [¯\_(ツ)_/¯ newborn babies]

[17981] {7193} ♂ Tuc Kollo

[17982] {7194} ❤️ ♀ Moon Kollo

[17983] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17984] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17985] [¯\_(ツ)_/¯ newborn babies]

[17986] {7195} ♂ Tyler Kollo

[17987] {7196} ❤️ ♀ Margo Kollo

[17988] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17989] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17990] [¯\_(ツ)_/¯ newborn babies]

[17991] {7197} ♂ Travis Kollo

[17992] {7198} ❤️ ♀ Milg Kollo

[17993] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17994] [¯\_(ツ)_/¯ newborn cousins and siblings]

[17995] [¯\_(ツ)_/¯ newborn babies]

[17996] {7199} ♂ TAMon Kollo

[17997] {7200} ❤️ ♀ Minty Kollo

[17998] [¯\_(ツ)_/¯ newborn friends and play/roommates]

[17999] [¯\_(ツ)_/¯ newborn cousins and siblings]

[18000] [¯\_(ツ)_/¯ newborn babies]

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jenitoqeqot · 2 years

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palis-delon · 2 years

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I posted 7,322 times in 2021

135 posts created (2%)

7187 posts reblogged (98%)

For every post I created, I reblogged 53.2 posts.

I added 896 tags in 2021

#sen cal kapimi - 359 posts

#ted lasso - 94 posts

#star trek - 65 posts

#always reblog - 65 posts

#love is in the air - 64 posts

#the west wing - 59 posts

#sen çal kapımı - 51 posts

#tom hiddleston - 51 posts

#star wars - 47 posts

#mash 4077 - 41 posts

Longest Tag: 99 characters

#i remember the emails coming through yahoogroups with writers reporting they had gotten c&d letters

My Top Posts in 2021

Expounding on the idea that Eliza Campion did nothing wrong.

Let's talk about Lady Susan.

- met a young girl at a party, who was obviously confused and nervous, and after only a moments conversation suggests that the young lady is in love.

- makes a day trip to see how things are going. When she finds Charlotte resigned in the fact that Sidney isn't interested, Lady S forces a situation where Charlotte and Eliza have to verbally "compete" for Sidney.

If we want to get into finger pointing, Lady Susan actively did more to ruin Charlotte's happiness than Eliza did. Without Lady Susan Charlotte would have left London confused but not thinking of love. At the Regatta she would have given Sidney and Eliza a wide birth and not have been embarrassed. She certainly wouldn't have been to the point of anticipating a marriage proposal. Her heart might have been bruised but not crushed.

13 notes • Posted 2021-05-08 23:22:57 GMT

Okay, I just stayed up to 2am reading the first half/two-thirds of Romancing Mr Bridgerton. I started crying around page 40 and I didn't stop until they were married. Why did no one warning me about this

13 notes • Posted 2021-07-08 23:12:28 GMT

Sanditon is coming back but I'm not getting happy until we have confirmation that both Rose and Theo are on board. After all, Andrew Davis said "it's called Sanditon, not Charlotte."

29 notes • Posted 2021-01-22 18:46:33 GMT

We've got season 2 AND 3!

We've got Rose!

We've got AD taking a back seat and the writer of the good episodes taking the lead!

I just need confirmation of Theo for my heart to be totally mended

34 notes • Posted 2021-05-06 16:29:47 GMT

I have no clue where this came from but here’s a scale of How Invested Are You in the Delivery of Your BADLY Written Line?

Barely Holding It Together

youtube

Dead Inside

youtube

Way Too Much

See the full post

35 notes • Posted 2021-05-09 02:10:22 GMT

Get your Tumblr 2021 Year in Review →

#my 2021 tumblr year in review #your tumblr year in review #Youtube

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patsmarketing · 3 years

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5 major benefits of PPC Advertising

PPC advertising permits website owners to display ads on search results pages or on social media. PPC advertising can be a method to earn money online. Pay only for the clicks you get on the advertisements you put up. The majority of webmasters believe that PPC advertising isn't worth the cost. Pat's Marketing is one of the most experienced PPC Management companies in Toronto that can help you to advertise your brand in an efficient way.

This blog will outline the primary advantages of PPC. If you aren't aware of the PPC advantages, this blog can help. This article will give you many details about PPC and whether it's worthwhile to invest your time in.

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yaboylevi · 5 years

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Hello! I've heard that Bertholdt is super popular amongst Japanese snk fans and I was wondering if you have some ideas as to why that is the case since you seem like you know a bit about the Japanese fandom. (Love your blog btw ❤️)

Hi!! Thank you, I’m glad you enjoy it

As far as Bert is concerned, I’m not sure if I would call him popular, exactly, but he has many dedicated fans, just like any other liked character. The only way I can gauge such a preference is by the number of fanworks.

If we consider Pixiv’s stats, he doesn’t rank too bad for the number of tagged artworks and fanfictions.

Levi is the most popular one, of course, with 69250 works

Eren - 23601

Mikasa - 15231

Armin - 11033

Jean - 8845

Erwin - 8765

Hange - 7685

Bertolt - 7187

Annie - 6351

Ymir - 6351

Reiner - 4269

Christa/Historia - c.4000

Marco - 3076

Sasha - 3067

Connie - 1075

Looking at this, I can confirm that it reflects the number of artworks I see on JP Twitter, more or less. I know there are some very dedicated fanartists who focus on Bert, and people who enjoy his character very much.

Taking a look at the 3 official Character Popularity Polls, I can see his rank has improved a lot through the years. Of course, in the beginning, he wasn’t well fleshed out in the manga, nor he was given a lot of focus (also for plot reasons), so he ranked pretty low, at #14 in the First Poll. In 2015, he ranked #9, with 1564 votes (Levi, #1, got 10420 votes) in the Second Poll. It was held during Uprising, so after Clash of the Titan arc (where Bert got some really interesting focus) and before Shinganshina arc, and it received a great influx of votes (50.000+).

I’m not sure the Third Poll greatly represents the fanbase because the participation in it was really scarce, I don’t really know why. As far as I know, people mostly buy the magazine/chapters online lately, rather than the physical copy (through which people could vote). Anyway, he ranked #6, like Mikasa, with 218 votes. Erwin, #1, got 2000+ votes. This poll was held in January 2018 so after the chapters in the Marley arc that focused on Reiner, Annie, and Bertolt as kids. This might have played a role in it, as the readers were able to see more of Bertolt and come to appreciate him even more. Also, characters who were loved when alive, receive an even greater amount of love after their departure. Just think about Marco Bott, for example.

Anyway, Bert often ranks better than Reiner, which is a big surprise, imo, as it is the opposite in the western fandom, generally speaking.

And since I mentioned Reiner…Bertolt’s biggest ship is Reiner/Bert. The popularity of the ship probably influences his popularity as well. I’ve talked more in-depth about it in this post.

Male characters are in general more popular (because they get more focus and development? Or simply because the fanbase is female? probably a mix of both), add to that that he is part of a quite popular m/m ship and you have already a bigger fanbase than Historia/Ymir, a couple and individual characters on which, in my opinion, more emotional pages have been spent in the manga.

Finally, Bertolt was the original Colossal Titan, and the mascot of the series. For the longest time, he’s been part of the trio that was supposed to be seen as the villainous party but very clearly wasn’t (right after the reveal that he’s the Colossal, readers were immediately informed that there was more to it and that he was suffering because of what he had done, successfully capturing the reader’s attention).

#Anonymous #bertolt hoover #snk spoilers #if Bert fans read this and want to add their insight it would be appreciated!#shingeki asks #snk #Bertolt asks #japanese fandom

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alternatebookshelf · 3 years

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The Knights

https://www.ntng.gr/default.aspx?lang=en-GB&page=2&production=4605&mode=27&item=7187

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blprompt · 4 years

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Image taken from page 375 of 'A Voyage to Cochin China, in the years 1792, and 1793: containing a general view of the productions, and political importance of this kingdom; and also of such European settlements as were visited on the voyage, with sketches

Image taken from: Title: "A Voyage to Cochin China, in the years 1792, and 1793: containing a general view of the productions, and political importance of this kingdom; and also of such European settlements as were visited on the voyage, with sketches of the manners, character, and condition of their inhabitants. To which is annexed an account of a journey, made in the years 1801 and 1802, to the residence of the chief of the Booshuana nation ... from a manuscript journal [by - Truter] with a chart of the route, etc" Author: BARROW, John - Sir, Bart Shelfmark: "British Library HMNTS 982.i.15.", "British Library HMNTS 146.f.14.", "British Library HMNTS G.7187.", "British Library OC W 2297" Page: 375 Place of Publishing: London Date of Publishing: 1806 Publisher: T. Cadell & W. Davies Issuance: monographic Identifier: 000212103 Explore: Find this item in the British Library catalogue, 'Explore'. Open the page in the British Library's itemViewer (page image 375) Download the PDF for this book Image found on book scan 375 (NB not a pagenumber)Download the OCR-derived text for this volume: (plain text) or (json) Click here to see all the illustrations in this book and click here to browse other illustrations published in books in the same year. Order a higher quality version from here. from BLPromptBot https://ift.tt/2XfBTmp

#BritishLibrary #Prompt

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wpcrackin · 4 years

Link

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nawtiehope · 5 years

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I just added this listing on Poshmark: Belly Dancing Book & Kit Best of Belly Dance CD. #poshmark #fashion #shopping #shopmycloset

#poshmark #fashion #shopping #shopmycloset

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stocksnewsfeed · 5 years

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Barrick Gold Corporation Announces Court sanction of the Scheme

Barrick Gold Corporation

Friday, September 13, 2019 11:20 AM

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

RECOMMENDED SHARE OFFER for ACACIA MINING PLC by BARRICK GOLD CORPORATION intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act Court sanction of the Scheme

TORONTO, ON / ACCESSWIRE / September 13, 2019 / On 19 July 2019, the Boards of Acacia Mining plc (“Acacia“) and Barrick Gold Corporation (NYSE:GOLD) (TSX:ABX)(“Barrick“) announced that they had reached agreement on the terms of a recommended offer by Barrick for the ordinary share capital of Acacia that Barrick does not already own (the “Acquisition“), to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme“). The scheme circular was published by Acacia on 12 August 2019 (the “Scheme Document“) and the Scheme was approved by the Scheme Shareholders at the Court Meeting on 3 September 2019.

Acacia and Barrick are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the Scheme under section 899 of the Companies Act 2006.

Capitalised terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Document.

Director resignations and appointments

Acacia further announces that, with effect from the Effective Date (expected to be 17 September 2019), Peter Geleta, Rachel English, Steve Lucas, Deborah Gudgeon, Alan Ashworth and Adrian Reynolds shall resign as directors of Acacia, and Graham Shuttleworth and Martin Welsh shall be appointed as new directors of Acacia.

Next steps

Acacia has confirmed that the Scheme Record Time for the Scheme will be 6.00 p.m. (London time) on 16 September 2019. Scheme Shareholders on Acacia’s register of members at the Scheme Record Time will, upon the Scheme becoming effective in accordance with its terms (“Effective“), be entitled to receive:

For every Scheme Share: 0.168 New Barrick Shares and any Acacia Exploration Properties Special Dividends and any Deferred Cash Consideration Dividends, as described in the Scheme Document.

A request has been made for the suspension of the listing of Acacia Shares on the premium listing segment of the Official List and the admission to trading of Acacia Shares on the London Stock Exchange’s Main Market, with effect from 7.30 a.m. (London time) on 17 September 2019. The last day of dealing in Acacia Shares will therefore be 16 September 2019 and, once suspended, it is not expected that trading in Acacia Shares will recommence.

It is expected that the Scheme will become Effective on 17 September 2019 and that the listing of the Acacia Shares on the premium listing segment of the Official List and the trading of Acacia Shares on the London Stock Exchange’s Main Market will each be cancelled with effect from 8.00 a.m. (London time) on 18 September 2019.

Further announcements will be made when the Scheme has become Effective and when the admission to listing and admission to trading of Acacia Shares have each been cancelled.

The expected timetable of principal events for the implementation of the Scheme is set out on page 5 of the Scheme Document. These dates and times are indicative only and could be subject to change. If any of the key dates or times set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

A copy of this announcement will be available on Barrick’s website at www.barrick.com, subject to certain restrictions relating to persons resident in Restricted Jurisdictions.

Enquiries

Barrick

Kathy du Plessis

Investor and Media Relations Telephone: +44 20 7557 7738

Email: [email protected]

Rothschild & Co (Financial Adviser to Barrick)

Hugo Dryland

Telephone: +1 202 862 1660

Karina Danilyuk

Telephone: +1 202 862 1660

Roger Ewart Smith

Telephone: +44 20 7280 5000

Acacia

Telephone: +44 (0) 20 7129 7150

Sally Marshak Head of Investor Relations and Communications

Telephone: +44 (0) 752 580 7953

Camarco

Telephone: +44 (0) 20 3757 4980

Gordon Poole/Nick Hennis

J.P. Morgan Cazenove (Joint Financial Adviser and Broker to Acacia)

Barry Weir

Telephone: +44 (0) 20 7742 4000

James Robinson

Telephone: +44 (0) 20 7742 4000

Dimitri Reading-Picopoulos

Telephone: +44 (0) 20 7742 4000

RBC Capital Markets (Joint Financial Adviser and Broker to Acacia)

Kevin Smith

Telephone: +44 (0) 20 7653 4000

Paul Betts

Telephone: +44 (0) 20 7653 4000

Vicky Liu

Telephone: +44 (0) 20 7653 4000

Lazard & Co., Limited (Financial Adviser to the Transaction Committee of Acacia)

Spiro Youakim

Telephone: +44 (0) 20 7187 2000

William Lawes

Telephone: +44 (0) 20 7187 2000

Gustavo Plenge

Telephone: +44 (0) 20 7187 2000

Norton Rose Fulbright LLP are retained as legal advisers for Barrick.

Shearman & Sterling (London) LLP are retained as legal advisers for Acacia.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Acacia in any jurisdiction in contravention of applicable law.

Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Barrick and no one else in connection with the Acquisition, this Announcement and the matters described herein, and shall not be responsible to anyone other than Barrick for providing the protections afforded to clients of Rothschild & Co or for providing advice in connection with the Acquisition, this Announcement or any matter referred to herein. Neither Rothschild & Co nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with the Acquisition, this Announcement or any matter referred to herein.

J.P. Morgan Securities plc, which conducts its United Kingdom investment banking business as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Acacia and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than Acacia for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to in this Announcement.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting for Acacia and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Acacia for providing the protections afforded to clients of RBC Capital Markets, or for providing advice in connection with the matters referred to in this Announcement.

Lazard & Co., Limited (“Lazard”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Transaction Committee of Acacia and for no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than the Transaction Committee of Acacia for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters referred to in this Announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this Announcement, any statement contained herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into jurisdictions other than Canada, the United States and the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than Canada, the United States and the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Relevant clearances have not been, and will not be, obtained from the securities commission or similar regulatory authority of any province or territory of Canada. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purposes of complying with applicable English law, certain applicable securities law in Canada and the United States, the Listing Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of the UK.

Copies of this Announcement and formal documentation relating to the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. Each Acacia Shareholder is urged to consult their independent advisers regarding the legal, tax and financial consequences of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Scheme Document and Acacia Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy.

Additional information for US investors

The Acquisition is being made to acquire the securities of a UK company by means of a scheme of arrangement provided for under English company law. Any securities issued as a result of this Acquisition by means of a scheme of arrangement will be issued in reliance upon the exemption from the registration requirements of the US Securities Act of 1933 set forth in Section 3(a)(10) thereof, and will not be subject to the proxy solicitation and tender offer rules promulgated under the US Securities Exchange Act of 1934. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US federal securities laws. Except in relation to non-GAAP financial performance measures, the financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards (“IFRS”) and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US (“US GAAP”). If Barrick exercises its right to implement the acquisition of the Acacia Shares by way of a Takeover Offer, such offer will be made in compliance with applicable US laws and regulations, including the registration requirements of the US Securities Act of 1933 and the tender offer rules under the US Securities Exchange Act of 1934.

US Holders of Acacia Shares also should be aware that the transaction contemplated herein may have tax consequences under the United States tax laws and, that such consequences, if any, are not described herein. US Holders are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Acquisition applicable to them.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Barrick and Acacia are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgment.

In accordance with normal UK practice, Barrick or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Acacia Shares, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Additional information for Canadian investors

The enforcement by Canadian Holders of civil liabilities under the Canadian securities laws may be affected adversely by the fact that Acacia is incorporated or organized under the laws of a jurisdiction other than Canada, that some or all of Barrick’s and Acacia’s officers and directors are and will be residents of countries other than Canada, that some or all of the experts named in this Announcement may be residents of countries other than Canada, and that all or a substantial portion of the assets of Barrick, Acacia and such persons are and will be located outside Canada. As a result, it may be difficult or impossible for Canadian Holders to effect service of process within Canada upon Acacia, Barrick’s and Acacia’s respective officers or directors or the experts named herein, or to realize against them, upon judgements of the court of Canada predicated upon liabilities under Canadian securities laws. In addition, Canadian Holders should not assume that the courts of England and Wales: (a) would enforce judgments of Canadian courts obtained in actions against such persons predicated upon civil liabilities under Canadian securities laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the Canadian securities laws.

The distribution of the New Barrick Shares pursuant to the Acquisition will constitute a distribution of securities that is exempt from the prospectus requirements of Canadian securities law and is exempt from or otherwise is not subject to the registration requirements under applicable securities law. The New Barrick Shares received pursuant to the Acquisition will not be legended and may be resold through registered dealers in each of the provinces and territories of Canada provided that (i) the trade is not a “control distribution” as defined in Canadian securities law, (ii) no unusual effort is made to prepare the market or to create a demand for Barrick Shares, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling security holder is an insider or officer of Barrick, as the case may be, the selling security holder has no reasonable grounds to believe that Barrick is in default of applicable Canadian securities law.

Canadian Holders should be aware that the Acquisition described in this Announcement may have tax consequences in Canada and should consult their own tax advisors to determine the particular tax consequences to them of the Acquisition in light of their particular circumstances, as well as any tax consequences that may arise under the laws of any other relevant foreign, state, local or other taxing jurisdiction.

Cautionary statement on forward-looking statements

This Announcement contains statements which are, or may be deemed to be, “forward-looking statements”. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Barrick and Acacia about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects” or “does not expect”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “implies”, “possible”, “proposes”, “seeks”, ” anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “can”, “would”, “might” or “will” be taken, occur or be achieved. Although Barrick and Acacia believe that the expectations in relation to their respective businesses reflected in such forward-looking statements are reasonable in light of management’s experience and perception of current conditions and expected developments, neither Barrick nor Acacia can give any assurance that such expectations will prove to be correct as they are inherently subject to significant business, economic and competitive uncertainties and contingencies. By their nature, forward-looking statements involve risk and uncertainty because they are based upon a number of estimates and assumptions and they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. Neither Barrick nor Acacia, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations (including under the Listing Rules and the Disclosure and Transparency Rules of the FCA), neither Barrick nor Acacia is under any obligation, and Barrick and Acacia expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or quantified financial benefits statement

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified financial benefits statement.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be normally deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

The defined terms used in this section “Dealing disclosure requirements” are defined in the Code which can be found on the Takeover Panel’s website.

Publication on website

A copy of this Announcement and the documents required to be published by Rule 26 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) on Barrick’s website at www.barrick.com and Acacia’s website at www.acaciamining.com by no later than 12 noon (London time) on the business day following the date of this Announcement in accordance with Rule 26.1(a) of the Code. The content of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, Barrick Shareholders and Acacia Shareholders may request a hard copy of this Announcement by contacting Computershare Investor Services PLC during business hours at +44 (0) 370 707 1895 or by submitting a request in writing to Computershare Investor Services PLC, Corporate Actions Team, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

SOURCE: Barrick Gold Corporation

The post Barrick Gold Corporation Announces Court sanction of the Scheme appeared on Stocks News Feed.

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maxwellyjordan · 5 years

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Relist Watch

John Elwood reviews Monday’s relists.

The world’s a mess: Tension in the Persian Gulf; turmoil in global trade; persistent conflict. The way things are going, many people can’t even seek comfort in simple escapism. But amid all the conflict and strife, you can at least take comfort in the familiar ritual of opening a new week’s installment of Relist Watch and saying those familiar words uttered by legions of readers since our second installment: “It’s not funny anymore.”

Last week’s relists yielded one dissent from denial of certiorari, as well as an order granting a petition, vacating the judgment below and remanding for further consideration in light of the solicitor general’s position that the analysis employed by the U.S. Court of Appeals for the 8th Circuit was faulty. Chief Justice John Roberts, joined by all the conservative justices except Neil Gorsuch, dissented, saying that vacatur was not warranted simply because “the Eighth Circuit made some mistakes in its legal analysis, even if it ultimately reached the right result.” As anticipated last time, the conservatives objected to the Supreme Court’s “no-fault [vacate and remand] practice.” Still no word, however, on a second relisted case in which the government confessed error, Santos v. United States, 18-7096. We should have an answer on Monday.

Five new relists this week. Several of them are quite high-profile. And this may just be my sleep-deprivation talking, but every one of them seems interesting.

The Supreme Court already has a number of important cases before it raising issues about the constitutionality of restrictions on abortion. The most-relisted case on the court’s docket is Box v. Planned Parenthood of Indiana and Kentucky Inc., 18-483, which has been relisted 13 times, and which involves constitutional challenges to state statutes that require health-care facilities to dispose of fetal remains by burial or cremation and that prohibit abortions motivated solely by the race, sex or disability of the fetus. It is joined this week by a case with the familiar caption Box v. Planned Parenthood of Indiana and Kentucky, 18-1019, which involves a constitutional challenge to a statute requiring an ultrasound as part of informed consent at least 18 hours before an abortion. Then there is Harris v. West Alabama Women’s Center, 18-837, which involves a constitutional challenge to Alabama’s ban on what it terms “dismemberment abortion[s].” Although that case has never been relisted, nor is there any public indication it was discussed at the court’s private conference, it has been rescheduled four times – meaning that someone has been paying close attention to it.

The next high-profile case is al-Alwi v. Trump, 18-740, involving a Yemeni citizen (the one not named “Trump”) who has been detained at the U.S. base in Guantanamo Bay, Cuba, ever since he was captured in late 2001 soon after the U.S. invasion of Afghanistan. The U.S. government has detained Moath Hamza Ahmed al-Alwi under the authority Congress granted the president to combat terrorism under the Authorization for the Use of Military Force. The issues presented are (1) whether the government’s statutory authority to detain al-Alwi has unraveled during the intervening years; (2) whether the government’s statutory authority to detain al-Alwi has expired because the conflict in which he was captured has ended; and (3) whether the AUMF authorizes, and the Constitution permits, detention of an individual who was not “engaged in an armed conflict against the United States” in Afghanistan prior to his capture.

My best guess is that there are not four votes for plenary review there. Rather, I suspect the relist was necessary because someone is drafting a dissent from denial of certiorari. Tune in Monday as I surreptitiously log on to SCOTUSblog to delete any parts of this post that do not pan out.

To my lights, the next juiciest issue is Wheeler v. United States, 18-7187, which addresses whether law-enforcement officers may constitutionally insert a key they have seized into a locked apartment door to see whether it fits. After arresting Willis Wheeler, who was suspected of being a drug dealer, agents seized keys from his car. Although those keys did not work at Wheeler’s home, the agents took the keys to an apartment complex where Wheeler had been seen once and tested the keys there on various doors until they found a lock that opened, and then performed a protective sweep of that apartment. Using that information, police applied for a search warrant for the apartment with an application that made clear that they’d unlocked the door using seized keys. During the ensuing search, they found heroin inside a locked safe in the apartment. The district court denied Wheeler’s motion to suppress. The U.S. Court of Appeals for the 3rd Circuit affirmed, holding that Wheeler’s assertion of a Fourth Amendment violation under “reasonable expectation of privacy principles” lacked merit, and that he had failed to preserve the theory that the key test constituted a common-law trespass.

Before the Supreme Court, the government acknowledges that “some disagreement exists among the courts of appeals as to whether a key test can violate the Fourth Amendment.” But the government argues that “no circuit has held that evidence” obtained as the fruit of a key test “should be suppressed where, as here, it was ultimately obtained during a search conducted pursuant to a warrant” and the authorizing magistrate was aware of the warrantless key test. The parties also dispute whether a criminal defendant can raise a new Fourth Amendment suppression theory for the first time on appeal. The key-test issue arises frequently and is obviously important; the question here seems to be whether this case is still an attractive vehicle in light of the warrant and the preservation issue.

The issues involved in the last two new relists might seem inaccessible on first glance because they have statutory citations smack-dab in the middle of the questions presented. But with a little explanation, both seem straightforward and important.

One of the most basic features of bankruptcy law is that the filing of a bankruptcy petition operates as an automatic stay of most actions against the debtor and against the property of the debtor’s estate. The Bankruptcy Code establishes certain grounds for creditors to seek relief from the automatic stay. Ritzen Group Inc. v. Jackson Masonry, LLC, 18-938, asks whether an order denying a motion for relief from the automatic stay is a final order that can be appealed. Petitioner Ritzen Group argues that it is entitled to relief from the automatic stay because it claims that Jackson Masonry is a financially sound company that declared bankruptcy in bad faith in an effort to wriggle out of an agreed-upon property sale. Ritzen Group notes that Jackson Masonry declared bankruptcy 17 minutes before a scheduled sanctions hearing seeking to compel the sale. Jackson Masonry, in turn, interposes seven arguments against cert in its 13-page brief in opposition. Things will be clearer after Monday’s order list.

Last up is Shabo v. Barr, 18-827. Section 1252(a)(2)(C) of title 8 of the United States Code provides that “no court shall have jurisdiction to review any final order of removal against an alien who is removable by reason of having committed” specified criminal offenses. One of the possible bases that criminal aliens can invoke for requesting withholding or deferral of removal is that they would likely be tortured in the country to which they would be removed. In May 2017, the solicitor general acknowledged in another case that there is “conflict among the courts of appeals as to whether jurisdiction exists to review factual challenges brought by a criminal alien to the denial of a request for deferral of removal under the [Convention Against Torture], notwithstanding 8 U.S.C. 1252(a)(2)(C).” Although the alien in that case had not preserved the argument for Supreme Court review, the solicitor general acknowledged that “[t]his is a recurring question of substantial importance that will warrant this Court’s review in an appropriate case.” Enter Amir Francis Shabo. He is a Chaldean Christian who says that his family fled Iraq in the 1980s after being threatened with death and that his father died in Iraqi custody after Shabo and his brother refused to serve in the Iraqi armed forces. Shabo has completed a prison term for a drug offense, and was ordered removed to Iraq. The Board of Immigration Appeals denied Shabo’s recent motion to reopen his case, concluding that he had not demonstrated that the Iraqi authorities were unable or unwilling to protect him. The U.S. Court of Appeals for the 6th Circuit then dismissed his petition for review on grounds that it lacked jurisdiction to review “the factual question of whether [petitioner] established a prima facie case for relief under the Convention Against Torture.” The government argues that Shabo’s case isn’t a suitable vehicle. Shabo, on the other hand, maintains that his case “is an appropriate vehicle to review and resolve this question.” On Monday, we should find out whom the justices believe.

The court has a conference scheduled every week between now and the end of June. That means a steady march of Relist Watches every week until the term’s business wraps up. I have enough work obligations during that time that they may get a bit summary. Be forewarned.

Thanks to Tom Mitsch for compiling the relists.

New Relists

al-Alwi v. Trump, 18-740

Issues: (1) Whether the government’s statutory authority to detain Moath Hamza Ahmed al-Alwi has unraveled; (2) whether, alternatively, the government’s statutory authority to detain al-Alwi has expired because the conflict in which he was captured has ended; and (3) whether the Authorization for Use of Military Force authorizes, and the Constitution permits, detention of an individual who was not “engaged in an armed conflict against the United States” in Afghanistan prior to his capture.