EXHIBIT 99.4
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
IF YOU ARE IN ANY DOUBT ABOUT ABOUT WHAT ACTION TO TAKE IN CONNECTION
WITH THE OFFER, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER,
ACCOUNTANT OR OTHER FINANCIAL ADVISER.
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ADS LETTER OF TRANSMITTAL
TO ACCEPT THE OFFER
BY
DELTA ACQUISITION LLC, AN AFFILIATE OF
NEWMONT MINING CORPORATION
TO ACQUIRE ALL OF THE ORDINARY SHARES OF
NORMANDY MINING LIMITED
(INCLUDING NORMANDY SHARES REPRESENTED BY NORMANDY AMERICAN DEPOSITARY SHARES)
PURSUANT TO THE OFFER DOCUMENT DATED JANUARY 10, 2002
THE OFFER WILL EXPIRE AT 7:00 P.M., SYDNEY TIME, 3:00 A.M., NEW YORK CITY TIME,
ON FEBRUARY 15, 2002, UNLESS EXTENDED (THE "EXPIRATION TIME").
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DESCRIPTION OF NORMANDY ADSS
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) NORMANDY ADR(S) EVIDENCING
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) APPEAR(S) ON THE NORMANDY ADS(S) DELIVERED HEREWITH
NORMANDY ADR(S)) (ATTACH ADDITIONAL LIST, IF NECESSARY)
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NORMANDY TOTAL NUMBER OF
ADR(S) NORMANDY ADS(S)
NUMBER(S) EVIDENCED BY
XXXXXXXX
XXX(S)*
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TOTAL NORMANDY
ADSS
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* By accepting the Offer with respect to a Xxxxxxxx XXX, you have accepted the Offer with respect to all the
Normandy ADSs evidenced by such Xxxxxxxx XXX. See Instruction 4.
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THE ADS EXCHANGE AGENT FOR THE OFFER IS:
COMPUTERSHARE TRUST COMPANY OF NEW YORK
BY MAIL: BY COURIER: BY HAND:
Wall Street Station Wall Street Plaza Wall Street Plaza
P.O. Box 0000 00 Xxxx Xxxxxx, 00xx Xxxxx 00 Xxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000 Xxx Xxxx, XX 00000 Xxx Xxxx, XX 00000
1
Copies of the ADS Letter of Transmittal, properly completed and duly signed,
will be accepted. This ADS Letter of Transmittal and Normandy ADRs and any
other required documents should be sent or delivered by each holder of Normandy
ADSs or such holder's broker, dealer, commercial bank, trust company or other
nominee to the ADS Exchange Agent at one of the addresses set forth above.
Questions or requests for assistance may be directed to the Information Agent
at its telephone numbers listed below. Additional copies of the Offer Document
and this ADS Letter of Transmittal may be obtained from the Information Agent.
A holder of Normandy ADSs may also contact brokers, dealers, commercial banks
or trust companies for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[InnisFree Logo]
000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000
Banks and brokers call collect:
000-000-0000
All others call toll free in the United States and Canada:
000-000-0000
[_] CHECK HERE IF ANY NORMANDY ADRS EVIDENCING NORMANDY ADSS THAT YOU OWN
HAVE BEEN LOST, STOLEN OR DESTROYED AND SEE INSTRUCTION 10.
NUMBER OF NORMANDY ADSS EVIDENCED BY THE LOST, STOLEN OR DESTROYED NORMANDY
ADRS:
SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7) (SEE INSTRUCTIONS 1, 5, 6 AND 7)
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To be completed ONLY if Newmont shares or the check for To be completed ONLY if Newmont shares or the check for
the cash consideration (or cash, if any, in lieu of fractional the cash consideration (or cash, if any, in lieu of fractional
shares) are to be issued in the name of someone other than the shares) are to be mailed to someone other than the
undersigned. undersigned or to the undersigned at an address other than that
shown below the undersigned signature(s).
Issue: - Check - Newmont shares to: Mail: -- Check - Newmont shares to:
Name: Name:
(Please Type or Print) (Please Type or Print)
Address: Address:
(Zip Code) (Zip Code)
(Taxpayer Identification or Social Security Number)
(See Substitute Form W-9)
2
THE INSTRUCTIONS ACCOMPANYING THIS ADS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS ADS LETTER OF TRANSMITTAL IS COMPLETED.
DELIVERY OF THIS ADS LETTER OF TRANSMITTAL TO AN ADDRESS, OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
The offer is being made by Delta Acquisition LLC, a limited liability company
organized in the State of Delaware ("Delta LLC"), to all holders of ordinary
shares ("Normandy Shares") of Normandy Mining Limited, a company incorporated
in Australia ("Normandy"), including Xxxxxxxx Xxxxxx represented by Normandy
American depositary shares ("Normandy ADSs"), wherever located, subject to the
terms and conditions set forth in the offer document dated January 10, 2002,
(the "Offer Document") and in this ADS Letter of Transmittal (which is
applicable only to holders of Normandy ADSs and which, together with the Offer
Document and any amendments or supplements thereto, constitutes the "Offer").
Each Normandy ADS represents ten Normandy Shares.
Delta LLC is an indirect, wholly owned limited liability company of Newmont
Mining Corporation. Assuming consummation of the reorganization transactions
described in the Offer Document, the share consideration offered by Delta LLC
will be the common stock of Delta Holdco Corp., which will be renamed Newmont
Mining Corporation in the reorganization and will be the successor registrant
to the company currently named Newmont Mining Corporation (which will be
renamed "Newmont Gold Company"). If the reorganization does not take place, the
share consideration offered by Delta LLC will be the common stock of Newmont.
References in this document to "Newmont" include Newmont Mining Corporation,
Delta Holdco Corp. and Delta LLC.
ACCEPTANCE OF THE OFFER BY MEANS OF THIS ADS LETTER OF TRANSMITTAL CAN ONLY BE
MADE BY HOLDERS OF NORMANDY ADSS EVIDENCED BY NORMANDY AMERICAN DEPOSITARY
RECEIPTS ("Normandy ADRs") (which expression in this ADS Letter of Transmittal
shall, except where the context otherwise requires, be deemed to include,
without limitation, the Normandy Shares represented thereby). If you hold your
Normandy ADSs in book-entry form and you wish to accept the Offer, you should
follow the procedures for book-entry transfer described in section 5.5, "Terms
of the offer--How to accept the offer if you hold Normandy ADSs," in the Offer
Document. IF YOU HOLD NORMANDY SHARES THAT ARE NOT REPRESENTED BY NORMANDY
ADSS, YOU CAN OBTAIN INSTRUCTIONS OR AN ACCEPTANCE FORM FOR ACCEPTING THE OFFER
IN RESPECT OF THOSE NORMANDY SHARES FROM INNISFREE M&A INCORPORATED, THE
INFORMATION AGENT FOR THE OFFER (THE "INFORMATION AGENT"). See also section
5.4, "Terms of the offer--How to accept the offer if you hold ordinary shares
of Normandy," in the Offer Document, and Instructions 11 and 12 of this ADS
Letter of Transmittal.
The distribution of the Offer Document, this ADS Letter of Transmittal and the
making of the Offer may, in certain jurisdictions, be restricted by law. The
Offer is not being made, directly or indirectly, in or into, and will not be
capable of acceptance from within, any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. Persons who come into possession of the Offer Document and
this ADS Letter of Transmittal should inform themselves of and observe any such
restrictions. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. Newmont does not
assume any responsibility for any violation by any person of any such
restriction.
This ADS Letter of Transmittal is to be completed by holders of Normandy ADSs
whose Normandy ADSs are evidenced by physical Normandy ADRs. Such Normandy ADRs
must accompany this ADS Letter of Transmittal in order for acceptance of the
Offer to be valid. Delivery of an ADS Letter of Transmittal, Normandy ADRs and
any other required documents to the ADS Exchange Agent by holders of Normandy
ADSs will be deemed (without any further action by the ADS Exchange Agent) to
constitute an acceptance of the Offer by such holder with respect to the
Normandy ADSs evidenced by such Xxxxxxxx XXXx, subject to the terms and
conditions set forth in the Offer Document and this ADS Letter of Transmittal.
3
NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
Ladies and Gentlemen:
The undersigned hereby accepts the Offer with respect to the Normandy ADSs
evidenced by Normandy ADRs specified in the box entitled "Description of
Normandy ADSs" pursuant to Newmont's offer to acquire all of the ordinary
shares of Normandy (including Xxxxxxxx Xxxxxx represented by Normandy ADSs) in
exchange for 3.85 Newmont shares for every 100 Xxxxxxxx Xxxxxx and the U.S.
dollar equivalent of A$0.50 per Normandy share (including Normandy shares
represented by Normandy ADSs) for holders outside Australia, net to the seller
in cash, subject to the terms and conditions set forth in the Offer Document,
receipt of which is hereby acknowledged in this ADS Letter of Transmittal. The
undersigned hereby acknowledges that delivery of this ADS Letter of
Transmittal, Normandy ADRs evidencing the undersigned's Normandy ADSs and any
other required documents, to the ADS Exchange Agent by a holder of Normandy
ADSs will be deemed (without any further action by the ADS Exchange Agent) to
constitute acceptance of the Offer by such holder in respect of all of the
Normandy ADSs evidenced by such Normandy ADRs, upon the terms and subject to
the conditions of the Offer set forth in the Offer Document.
IF THE REGISTERED ADDRESS OF THE UNDERSIGNED ON THE NORMANDY ADS REGISTER
MAINTAINED BY NORMANDY'S DEPOSITARY IS IN THE UNITED STATES OR CANADA, THE
UNDERSIGNED WILL RECEIVE HIS OR HER SHARE CONSIDERATION IN THE FORM OF NEWMONT
COMMON STOCK. The undersigned acknowledges that if his or her registered
address on the Normandy ADS register maintained by Normandy's depositary is
within the United States and Canada, he or she will receive his or her cash
consideration in U.S. dollars. Newmont will convert the Australian dollar sum
into U.S. dollars using the noon buying rate as published by the Federal
Reserve Bank of New York on the date the undersigned's acceptance is received
by the ADS depositary.
HOLDERS OF NORMANDY ADS WITH REGISTERED ADDRESSES IN THE UNITED STATES OR
CANADA WILL BE ENTITLED TO RECEIVE 38.5 NEWMONT SHARES FOR EVERY 100 NORMANDY
ADSS AND THE U.S. DOLLAR EQUIVALENT OF A$5.00 PER NORMANDY ADS.
The undersigned acknowledges that if under the Offer the undersigned becomes
entitled to a fraction of a Newmont share, then the undersigned's entitlement
to that fraction will be aggregated with the fractional Newmont shares of other
persons (so as to obtain whole Newmont shares) and sold on the open market, and
the undersigned will receive his or her proportionate share of the net sale
proceeds.
The undersigned understands that acceptance of the Offer by the undersigned
pursuant to the procedures described herein and in the instructions hereto,
subject to the limited withdrawal right described in the Offer Document, will
constitute a binding agreement between the undersigned and Newmont upon the
terms and subject to the conditions of the Offer. IF ACCEPTANCE HAS BEEN MADE
IN RESPECT OF NORMANDY ADSs, THEN A SEPARATE ACCEPTANCE IN RESPECT OF THE
NORMANDY SHARES REPRESENTED BY SUCH NORMANDY ADSs MAY NOT BE MADE.
The undersigned hereby delivers to the ADS Exchange Agent the Normandy ADRs
evidencing the above-described Normandy ADSs and accepts the Offer with respect
thereto upon the terms and subject to the conditions of the Offer (as set forth
in the Offer Document and this ADS Letter of Transmittal and any amendments or
supplements thereto), receipt of which is hereby acknowledged.
Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended, varied or amended, the terms or conditions of any such
extension, variation or amendment), the undersigned hereby irrevocably
constitutes and appoints the ADS Exchange Agent the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Normandy ADSs (and any
such other Normandy ADSs, securities or rights), with full power of
substitution and resubstitution (such power of attorney being deemed to be an
irrevocable power coupled with an interest), to (a) deliver Normandy ADRs
evidencing such Normandy ADSs (and any such other Normandy ADSs, securities or
rights) together with all accompanying evidences of transfer and authenticity
to, or upon the order of, Newmont or any person designated by Newmont, (b)
present such Normandy ADRs evidencing such Normandy ADSs (and any such other
Normandy ADSs, securities or rights) for transfer, and (c) receive all benefits
and otherwise exercise all rights of beneficial ownership of such Normandy ADSs
(and any such other Normandy ADSs, securities or rights), all in accordance
with the terms of the Offer.
4
The undersigned agrees that his or her execution hereof (together with any
signature guarantees) and his or her delivery of this ADS Letter of
Transmittal, together with his or her Normandy ADRs, to the ADS Exchange Agent
shall constitute an acceptance of the Offer with respect to any variation of
the Offer in accordance with the terms set forth in the Offer Document.
DELIVERY OF THIS ADS LETTER OF TRANSMITTAL WITHOUT THE CORRESPONDING NORMANDY
ADRs WILL NOT CONSTITUTE A VALID ACCEPTANCE OF THE OFFER.
The undersigned acknowledges and agrees that by executing this ADS Letter of
Transmittal and delivering it to the ADS Exchange Agent, the undersigned will
be deemed to have made certain agreements, undertakings, authorizations,
appointments, representations and warranties as set forth in section 5.8,
"Terms of the offer--The effect of acceptance" of the Offer Document.
The undersigned hereby represents and warrants that the undersigned has full
power and capacity to accept the Offer and to sell and transfer the legal and
beneficial ownership in the undersigned's Normandy ADSs (and the right to
receive the Normandy Shares represented by such Normandy ADSs) in respect of
which the Offer is being accepted or deemed to be accepted (and any and all
other Normandy ADSs, securities or rights issued or issuable in respect of such
Normandy ADSs) and, when the same are purchased by Newmont, Newmont will
acquire good title thereto, free from all mortgages, charges, liens,
encumbrances and adverse interests of any nature. The undersigned will, upon
request, execute any additional documents reasonably considered by Newmont or
the ADS Exchange Agent to be necessary or desirable to complete the sale,
assignment and transfer of the Normandy ADSs in respect of which the Offer is
being accepted (and any such other Normandy ADSs, securities or rights).
All authority herein conferred or agreed to be conferred pursuant to this
ADS Letter of Transmittal shall be binding upon the successors, assigns, heirs,
executors, administrators and legal representatives of the undersigned and
shall not be affected by, and shall survive, the death or incapacity of the
undersigned. Except as stated in the Offer Document, acceptance of the Offer is
irrevocable.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions," the undersigned hereby Instructs Newmont to issue, or cause to
be issued, the Newmont shares and/or the check for the cash consideration (or
cash, if any, in lieu of fractional shares) in the name(s) of the registered
holder(s) appearing in the box entitled "Description of Normandy ADSs."
Similarly, unless otherwise indicated under the box entitled "Special Delivery
Instructions," the undersigned hereby instructs Newmont to mail, or cause to be
mailed, the Newmont shares and/or the check for the cash consideration (or
cash, if any, in lieu of fractional shares) and/or return, or cause to be
returned, any Normandy ADRs evidencing Normandy ADSs which are not purchased
(and accompanying documents, as appropriate) to the address(es) of the
registered holder(s) appearing in the box entitled "Description of Normandy
ADSs." In the event that the boxes entitled "Special Issuance Instructions"
and/or "Special Delivery Instructions" are completed, the undersigned hereby
instructs Newmont to (i) issue and/or mail, or cause to be issued and/or
mailed, the Newmont shares and/or the check for the cash consideration (or
cash, if any, in lieu of fractional shares) in the name(s) of, and/or to the
address of, the person or persons so indicated, and/or (ii) return, or cause to
be returned, any Normandy ADRs evidencing Normandy ADSs which are not
purchased, if any, to the person at the address so indicated. The undersigned
recognizes that the ADS Exchange Agent will not transfer any Normandy ADSs
which are not purchased pursuant to the Offer from the name of the registered
holder thereof to any other person. The undersigned acknowledges that if he or
she receives Newmont shares and completes the boxes entitled "Special Issuance
Instructions" and/or "Special Delivery Instruction," Newmont and/or the ADS
Exchange Agent may need to contact the undersigned for additional information
and there may be a delay in the issuance and/or delivery of the undersigned's
Newmont shares.
SUBJECT TO THE TERMS OF THE OFFER DOCUMENT, THIS ADS LETTER OF TRANSMITTAL
SHALL NOT BE CONSIDERED COMPLETE AND VALID, AND PAYMENT OF CONSIDERATION
PURSUANT TO THE OFFER SHALL NOT BE MADE, UNTIL THIS ADS LETTER OF TRANSMITTAL,
PROPERLY COMPLETED AND DULY EXECUTED (TOGETHER WITH ANY REQUIRED SIGNATURE
GUARANTEES, THE NORMANDY ADRs EVIDENCING THE NORMANDY ADSs WITH RESPECT TO
WHICH THE OFFER IS BEING ACCEPTED AND ALL OTHER REQUIRED DOCUMENTATION) HAS
BEEN RECEIVED BY THE ADS EXCHANGE AGENT AS PROVIDED IN THE OFFER DOCUMENT AND
THIS ADS LETTER OF TRANSMITTAL.
5
IMPORTANT
SIGN HERE AND COMPLETE SUBSTITUTE FORM W-9 INCLUDED HEREIN
AUTHORIZED SIGNATURE __________________________________________________________
AUTHORIZED SIGNATURE __________________________________________________________
(SIGNATURE(S) OF OWNERSHIP(S))
Dated: _________________________________________________________________ , 2002
(Must be signed by registered holder(s) exactly as name(s) appear(s) on
Xxxxxxxx XXX(s) evidencing the Normandy ADS(s) or by person(s) to whom such
Xxxxxxxx XXX(s) have been assigned and transferred, as evidenced by
endorsement, stock powers and other documents transmitted herewith. If
signature is by any trustee, executor, administrator, guardian,
attorney-in-fact, officer of a corporation or other person acting in a
fiduciary or representative capacity, please provide the following information
and see Instruction 5.)
Name(s): ______________________________________________________________________
(PLEASE TYPE OR PRINT)
Name of Firm: _________________________________________________________________
Capacity (full title): ________________________________________________________
(SEE INSTRUCTIONS)
Address: ______________________________________________________________________
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(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No: ___________________________________________
Taxpayer Identification or Social Security No.: _______________________________
GUARANTEE OF SIGNATURE(S)
(SEE INSTRUCTIONS 1 AND 5)
FOR USE BY ELIGIBLE INSTITUTIONS ONLY.
ELIGIBLE INSTITUTIONS: PLACE MEDALLION GUARANTEE IN SPACE BELOW
Authorized signature(s): ______________________________________________________
Name: _________________________________________________________________________
(PLEASE TYPE OR PRINT)
Name of Firm: _________________________________________________________________
Address: ______________________________________________________________________
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(INCLUDE ZIP CODE)
Daytime Area Code and Telephone No: ___________________________________________
Dated: _________________________________________________________________ , 2002
6
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
1. GUARANTEE OF SIGNATURES. No signature guarantee is required on the ADS
Letter of Transmittal if (a) the ADS Letter of Transmittal is signed by the
registered holder(s) of the Normandy ADSs evidenced by Normandy ADRs in
respect of which the Offer is being accepted hereby and such holder(s) have
not completed the box entitled "Special Issuance Instructions" in this ADS
Letter of Transmittal or (b) the Offer is being accepted in respect of
Normandy ADSs for the account of an Eligible Institution (as defined below).
In all other cases, all signatures on this ADS Letter of Transmittal and the
stock power included herein must be guaranteed by a financial institution
(including most commercial banks, savings and loan associations and
brokerage houses) which is a participant in the Securities Transfer Agents
Medallion Program or the Stock Exchange Medallion Program (an "Eligible
Institution"). See Instruction 5.
2. DELIVERY OF ADS LETTER OF TRANSMITTAL AND NORMANDY ADRS. This ADS Letter of
Transmittal is to be completed only if Normandy ADRs evidencing Normandy
ADSs are to be forwarded herewith. This ADS Letter of Transmittal, properly
completed and duly executed (together with any required signature
guarantees, Normandy ADRs evidencing the Normandy ADSs with respect to which
the Offer is accepted hereby and all other documents required by this ADS
Letter of Transmittal) must be received by the ADS Exchange Agent at one of
its addresses set forth on the front page of this ADS Letter of Transmittal
prior to the Expiration Time. If Normandy ADRs evidencing Normandy ADSs are
forwarded to the ADS Exchange Agent in multiple deliveries, a properly
completed and duly executed ADS Letter of Transmittal must accompany each
such delivery.
THE METHOD OF DELIVERY OF NORMANDY ADSS EVIDENCED BY NORMANDY ADRS AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE HOLDERS OF
NORMANDY ADSS ACCEPTING THE OFFER AND THE DELIVERY WILL BE MADE ONLY WHEN
ACTUALLY RECEIVED BY THE ADS EXCHANGE AGENT. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE
TIMELY DELIVERY.
No alternative, conditional or contingent acceptances will be accepted and
no fractional Normandy ADSs will be exchanged.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the serial
numbers of the relevant Normandy ADRs and/or the number of Normandy ADSs,
and any other required information, should be listed on a separate schedule
attached hereto and separately signed on each page thereof in the same
manner as this ADS Letter of Transmittal is signed.
4. NO PARTIAL ACCEPTANCES. The Offer may be accepted only with respect to all
of the Normandy ADSs represented by a Normandy ADR. By accepting the Offer
with respect to any Normandy ADR, you have accepted the Offer with respect
to all the Normandy ADSs evidenced by such Xxxxxxxx XXX.
In addition, by signing and returning this ADS Letter of Transmittal, you
must have previously accepted the Offer with respect to all the Normandy
Shares registered in your name and you will be deemed to have made a
representation to Newmont to this effect. See section 5.8, "Terms of this
offer--The effect of acceptance," of the Offer Document for more information.
5. SIGNATURES ON ADS LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this ADS Letter of Transmittal is signed by the registered holder(s) of the
Normandy ADSs in respect of which the Offer is being accepted hereby, the
signature(s) must correspond with the name(s) as written on the face of the
Normandy ADRs evidencing such Normandy ADSs without alteration, enlargement
or any other change whatsoever.
If any of the Normandy ADSs in respect of which the Offer is being accepted
hereby are owned of record by two or more owners, all such owners must sign
this ADS Letter of Transmittal.
7
If any of the Normandy ADSs in respect of which the Offer is being accepted
are registered in different names, it will be necessary to complete, sign
and submit as many separate ADS Letters of Transmittal as there are
different registrations of Normandy ADSs.
If this ADS Letter of Transmittal is signed by the registered holder(s) of
the Normandy ADSs listed and transmitted hereby, no endorsements of the
Normandy ADRs evidencing such Normandy ADSs or separate stock powers are
required unless the payment of the cash consideration and/or the Newmont
shares are to be issued to a person other than the registered holder(s).
Signatures on such Normandy ADRs or stock powers must be guaranteed by an
Eligible Institution.
If this ADS Letter of Transmittal is signed by a person other than the
registered holder(s) of the Normandy ADSs listed, the Normandy ADRs
evidencing such Normandy ADSs must be endorsed or accompanied by appropriate
stock powers signed exactly as the name(s) of the registered holder(s)
appear(s) on such Xxxxxxxx XXXx. Signatures on such Normandy ADRs or stock
powers must be guaranteed by an Eligible Institution.
If this ADS Letter of Transmittal or any Normandy ADRs or stock powers are
signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of a corporation or other persons acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to Newmont of such person's authority so to act
must be submitted.
6. STOCK TRANSFER TAXES. Except as otherwise provided in this Instruction 6,
Newmont will pay or cause to be paid any stock transfer taxes with respect
to the sale and transfer of any Normandy ADSs by a holder pursuant to the
Offer. If, however, issuance of the Newmont shares or payment of any cash
consideration is to be made to any persons other than the registered
holder(s), or if Normandy ADSs in respect of which the Offer is being
accepted are registered in the name of any person other than the person(s)
signing this ADS Letter of Transmittal, the amount of any stock transfer
taxes (whether imposed on the registered holder(s), such other person(s), or
otherwise) payable on account of the transfer to such other person will be
deducted from any cash consideration, unless evidence satisfactory to
Newmont of the payment of such taxes, or exemption therefrom, is submitted.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Normandy ADRs evidencing Normandy
ADSs listed in this ADS Letter of Transmittal.
7. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the check for the cash
consideration (or cash, if any, in lieu of fractional shares) and/or Newmont
shares are to be issued in the name of a person other than the person(s)
signing this ADS Letter of Transmittal or if such check for the cash
consideration (or cash, if any, in lieu of fractional shares) and/or Newmont
shares are to be sent to a person other than the person(s) signing this ADS
Letter of Transmittal or to an address other than that shown in the box
entitled "Description of Normandy ADSs," the boxes entitled "Special
Issuance Instructions" and/or "Special Delivery Instructions" on this ADS
Letter of Transmittal should be completed.
8. QUESTIONS AND REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and
requests for assistance may be directed to the Information Agent, Innisfree
M&A Incorporated, at its telephone numbers set forth above. Additional
copies of the Offer Document, this ADS Letter of Transmittal, and the
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 may be obtained from the Information Agent.
9. SUBSTITUTE FORM W-9 AND U.S. BACKUP WITHHOLDING. In order to avoid "backup
withholding" of U.S. federal income tax of up to 30% of the gross proceeds
payable upon the surrender of Normandy ADSs pursuant to the Offer, each
holder of Normandy ADSs must, unless an exemption applies, provide the ADS
Exchange Agent with his or her correct Taxpayer Identification Number
("TIN") on the Substitute Form W-9 on this ADS Letter of Transmittal and
certify, under penalties of perjury, that such number is correct, that such
holder is not subject to backup withholding and that such holder is a U.S.
person (including a U.S. resident alien). If a holder of Normandy ADSs has
been notified by the U.S. Internal Revenue Service that he or she is subject
to backup withholding, the holder must cross out item (2) of Part III
Substitute Form W-9.
8
Failure to provide the information on the Substitute Form W-9 may subject
the holder of Normandy ADSs to a US$50 penalty and to U.S. federal income
tax withholding at a rate of up to 30% on the payment of the gross proceeds
payable to the holder pursuant to the Offer.
If a holder of Normandy ADSs has not been issued a TIN and has applied for
one or intends to apply for one in the near future, the holder should write
"Applied For" in the space provided in Part I of the Substitute Form W-9,
and sign and date the Substitute Form W-9. If "Applied For" is written in
Part I, the ADS Exchange Agent may retain up to 30% of the gross proceeds
otherwise payable to the holder. If the holder or other payee does not
provide the ADS Exchange Agent with his or her correct TIN, a US$50 penalty
may be imposed by the U.S. Internal Revenue Service. In addition, if a
holder of Normandy ADSs makes a false statement that results in no
imposition of backup withholding, and there was no reasonable basis for
making such statement, a US$500 penalty may be imposed by the U.S. Internal
Revenue Service.
Backup withholding is not an additional U.S. federal income tax. Rather, any
amounts withheld under the backup withholding rules can be refunded or
credited against the holder's U.S. federal income tax liability, if any,
provided that the required information is furnished to the U.S. Internal
Revenue Service in a timely manner.
10. LOST, DESTROYED OR STOLEN NORMANDY ADRS. If any Normandy ADRs evidencing
Normandy ADSs have been lost, destroyed or stolen, the holder thereof
should promptly notify the ADS Exchange Agent by checking the box
immediately preceding the special issuance/special delivery instructions
boxes and indicating the number of Normandy ADSs evidenced by such lost,
destroyed or stolen Normandy ADRs. The holder thereof will then be
instructed by the ADS Exchange Agent as to the steps that must be taken in
order to replace such Normandy ADRs. This ADS Letter of Transmittal and
related documents cannot be processed until the procedures for replacing
lost, destroyed or stolen Normandy ADRs have been followed.
11. HOLDERS OF NORMANDY SHARES NOT REPRESENTED BY NORMANDY ADSS. Holders of
Xxxxxxxx Xxxxxx not represented by Normandy ADSs should separately receive
instructions and/or an Acceptance Form for participating in the Offer and
may not accept the Offer in respect of Normandy Shares pursuant to this ADS
Letter of Transmittal except insofar as those Xxxxxxxx Xxxxxx are
represented by Normandy ADSs. If any holder of Normandy Shares that are not
represented by Normandy ADSs needs to obtain instructions and/or an
Acceptance Form, such holder should contact the Information Agent for the
Offer.
12. HOLDERS OF NORMANDY ADSS IN BOOK-ENTRY FORM. Holders of Normandy ADSs in
book-entry form may accept the Offer by delivering to the ADS Exchange
Agent a timely confirmation of a book-entry transfer of their Normandy ADSs
into the ADS Exchange Agent's account at The Depository Trust Company, an
agent's message (as defined in the Offer Document) in lieu of this ADS
Letter of Transmittal and any other required documents prior to the
Expiration Time. See section 5.5 "Terms of the offer--How to accept this
offer if you hold Normandy ADSs", of the Offer Document for more
information.
13. WITHDRAWAL RIGHTS. Once a holder of Normandy ADSs has accepted the Offer,
he or she will be unable to revoke his or her acceptance, the contract
resulting from his or her acceptance will be binding, and he or she will be
unable to withdraw the Normandy ADSs with respect to which the acceptance
was made, except as provided in the Offer Document.
14. FORM OF CONSIDERATION. A holder of Normandy ADSs who has a registered
address in the Normandy ADS register maintained by Normandy's depositary in
the United States or Canada will receive his or her share consideration in
the form of Newmont common stock. Such holder of Normandy ADSs will receive
as share consideration 38.5 Newmont shares for every 100 Normandy ADSs. In
addition, such holder of Normandy ADSs will also receive the U.S. dollar
equivalent of A$5.00 per Normandy ADS, net to the seller in cash.
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15. CASH PAYMENTS IN CERTAIN CIRCUMSTANCES. If under the Offer a holder of
Normandy ADSs becomes entitled to a fraction of a Newmont share, then such
holder's entitlement to that fraction will be aggregated with the
fractional Newmont shares of other persons (so as to obtain whole Newmont
shares) and sold on the open market, and such holder of Normandy ADSs will
receive his or her proportionate share of the net sale proceeds.
See section 5.1, "Terms of the offer--Our offer," of the Offer Document for
more information.
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XXXXX'S NAME: COMPUTERSHARE TRUST COMPANY OF NEW YORK, AS ADS EXCHANGE AGENT
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SUBSTITUTE PART I -- Taxpayer Identification Number.
For all accounts, enter your taxpayer identification ------------------------------------
FORM W-9 number in the box at right. (For most individuals, this Social security number
DEPARTMENT OF THE TREASURY is your social security number. If you do not have a or
INTERNAL REVENUE SERVICE number, see "Obtaining a Number" in the enclosed
GUIDELINES.) Certify by signing and dating below. ------------------------------------
PAYER'S REQUEST FOR TAXPAYER Note: If the account is in more than one name, see the Employer identification number
IDENTIFICATION NUMBER (TIN) chart in the enclosed GUIDELINES to determine which
number to give the payer. ------------------------------------
(If awaiting TIN write
"Applied For")
------------------------------------------------------------------------------------------------------
PART II -- For Payees Exempt from Backup Withholding, see the enclosed GUIDELINES and
complete as instructed therein.
------------------------------------------------------------------------------------------------------
PART III -- Certification. Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am
waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding,
or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject
to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding.
(3) I am a U.S. person (including a U.S. resident alien).
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified
by the IRS that you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return. (Also see instructions in the enclosed GUIDELINES.)
SIGNATURE: DATE:
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A US$50 PENALTY
IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF UP TO 30% OF GROSS PROCEEDS
PAID TO YOU PURSUANT TO THE OFFER.
NOTE: YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING A
TAXPAYER IDENTIFICATION NUMBER.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I CERTIFY UNDER PENALTIES OF PERJURY THAT A TAXPAYER IDENTIFICATION NUMBER HAS NOT BEEN ISSUED TO ME, AND EITHER (1) I HAVE
MAILED OR DELIVERED AN APPLICATION TO RECEIVE A TAXPAYER IDENTIFICATION NUMBER TO THE APPROPRIATE INTERNAL REVENUE SERVICE
CENTER OR SOCIAL SECURITY ADMINISTRATION OFFICE OR (2) I INTEND TO MAIL OR DELIVER AN APPLICATION IN THE NEAR FUTURE. I
UNDERSTAND THAT IF I DO NOT PROVIDE A TAXPAYER IDENTIFICATION NUMBER THE ADS EXCHANGE AGENT MAY RETAIN UP TO 30% OF THE
VALUE OF THE GROSS PROCEEDS OTHERWISE PAYABLE TO ME.
Signature: Date:
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