| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D |
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(Amendment No. 3)
Under the Securities Exchange Act of 1934
Oromin Explorations Ltd.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
687082
(CUSIP Number of Class of Securities)
David Savarie
Vice President, General Counsel and Corporate Secretary
Teranga Gold Corporation
121 King Street West
Suite 2600
Toronto, Ontario, M5H 3T9
Canada
(416) 607-4475
with a copy to:
Mark L. Mandel, Esq.
Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, NY 10005
(212) 530-5026
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 6, 2013
(Date of Event which Requires Filing Statement on Schedule 13D)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 687082 | |||||
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| (1) | Names of Reporting Persons | |||
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| (2) | Check the Appropriate Box if a Member of a Group | |||
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| (3) | SEC Use Only | |||
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| (4) | Source of Funds | |||
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| (5) | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o | |||
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| (6) | Citizenship or Place of Organization | |||
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Number of | (7) | Sole Voting Power | |||
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(8) | Shared Voting Power | ||||
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(9) | Sole Dispositive Power | ||||
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(10) | Shared Dispositive Power | ||||
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| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||
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| (13) | Percent of Class Represented by Amount in Row (11) | |||
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| (14) | Type of Reporting Person | |||
(1) Based on the Schedule 14D-9F filed on July 5, 2013 by the Issuer, as of July 3, 2013, there were 137,368,218 common shares outstanding. On August 7, 2013, the Reporting Person and the Issuer announced that as at the expiry time of 9:00 p.m. (Toronto Time) on August 6, 2013, a total of 78,985,388 common shares of the Issuer, representing approximately 57.5% of the outstanding shares of the Issuer (on a non-diluted basis), had been tendered to the Reporting Person’s offer to acquire all of the outstanding shares of the Issuer that the Reporting Person did not already own. Together with 18,669,500 shares of the Issuer currently owned by the Reporting Person, this represents a total of 97,684,888 shares of the Issuer, or approximately 71.1% of the outstanding shares of the Issuer (on a non-diluted basis). This amount excludes deficient tenders that may yet be rectified and additional shares of the Issuer that may be tendered pursuant to the Notice of Guaranteed Delivery process.
This Amendment No. 3 (this “Amendment”) amends the Schedule 13D filed by Teranga Gold Corporation, a corporation incorporated under the laws of Canada (the “Reporting Person”), with the Securities and Exchange Commission (the “SEC”) on December 8, 2010 (as amended on June 3, 2013 and July 24, 2013, the “Schedule 13D”), and is being filed by the Reporting Person with respect to the common shares (the “Common Shares”) of Oromin Explorations Ltd., a corporation incorporated under the laws of the Province of British Columbia, Canada (the “Issuer”). This Amendment supplements or amends the Schedule 13D as set forth herein.
Capitalized terms used herein and not defined shall have the meaning attributed to them in the Schedule 13D. | |
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Item 4. Purpose of Transaction.
Item 4 is supplemented as follows:
On August 7, 2013, the Reporting Person and the Issuer issued a joint press release announcing that as at the expiry time of 9:00 p.m. (Toronto Time) on August 6, 2013, a total of 78,985,388 Common Shares had been tendered to the Varied Offer to acquire all of the outstanding Common Shares that the Reporting Person did not already own. Together with 18,669,500 Common Shares currently owned by the Reporting Person, this represents a total of 97,684,888 Common Shares. The Reporting Person has taken up all Common Shares that were validly deposited to the Varied Offer and has notified Kingsdale Shareholder Services Inc., in its capacity as depositary for the Varied Offer, that the Reporting Person will promptly pay for the Common Shares that have been taken up, on the basis of 0.60 of a Teranga Share for each Common Share tendered to the Varied Offer.
The press release also stated that the Reporting Person now expects to move forward with a plan of arrangement transaction under the B.C. Business Corporation Act to acquire the remaining Common Shares not deposited to the Varied Offer, which would include causing a special meeting of Issuer shareholders to be called to consider a statutory arrangement involving the Issuer and/or the Issuer shareholders and the Reporting Person, or an affiliate of the Reporting Person. Details of the plan of arrangement will be announced in due course.
The foregoing summary of the press release does not purport to be complete and is qualified in its entirety by reference to Exhibit 99.1, which is incorporated herein by reference.
In addition, following the expected acquisition of the remaining Common Shares pursuant to a plan of arrangement, the Reporting Person intends to cause the Issuer to apply to delist the Common Shares from the Toronto Stock Exchange and to cause the Issuer to cease to be a reporting issuer under the securities laws of each province and territory of Canada in which it is a reporting issuer and to cease to have public reporting obligations in any other jurisdiction in which it currently has such obligations as soon as practicable after completion of the plan of arrangement.
Moreover, in accordance with the terms of the Issuer Support Agreement, promptly following the take-up of all Common Shares that were validly deposited to the Varied Offer, (i) the Reporting Person is entitled and expects to promptly designate all of the members of the Issuer’s board of directors (the “Issuer’s Board”) and any committees thereof, in all cases subject to applicable law, and (ii) the Issuer will cooperate with the Reporting Person to enable the Reporting Person’s designees to be elected or appointed to the Issuer’s Board and to the boards of directors of all subsidiaries of the Issuer, and any committees thereof, and to constitute the Issuer’s Board and the boards of directors of all of its subsidiaries, including, at the request of the Reporting Person, by using its commercially reasonable efforts to secure the resignations of all current directors of the Issuer and of all of its subsidiaries.
Except as otherwise set forth in this Item 4, the Reporting Person currently has no plans or proposals of the type that would be required to be disclosed pursuant to this Item 4, although the Reporting Person may from time to time consider pursuing or proposing any or all of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | |
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Item 5. | Interest in Securities of the Issuer. |
(a) – (b) The information set forth on the cover page of this Schedule 13D is incorporated herein by reference. | |
(c) – (e) Not applicable. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit |
| Description |
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99.1 |
| Press release, dated August 7, 2013 (incorporated by reference to Rule 425 filing filed by the Reporting Person with the SEC on August 7, 2013). |
Additional Information
This Amendment and the Exhibit hereto do not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of the Reporting Person or the Issuer (including in any state where the Varied Offer is not permitted).
The Reporting Person has filed with the SEC a registration statement on Form F-80 and a tender offer statement on Schedule 14D-1F, each of which includes the offer and take-over bid circular, and other documents and information. U.S. INVESTORS AND U.S. SECURITY HOLDERS OF THE ISSUER ARE URGED TO READ THESE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, BEFORE MAKING ANY INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. U.S. Investors and U.S. security holders of the Issuer may obtain these documents free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed with the SEC by the Reporting Person can be obtained free of charge by directing such request to the Reporting Person’s Information Agent, or at the Reporting Person’s website at www.terangagold.com.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
Dated: August 7, 2013
| TERANGA GOLD CORPORATION | |
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| By: | /s/ David Savarie |
| Name: | David Savarie |
| Title: | Vice President, General Counsel and Corporate Secretary |
Schedule A
DIRECTORS AND EXECUTIVE OFFICERS
OF THE REPORTING PERSON
The business address of the respective directors and executive officers of the Reporting Person set forth below is 121 King Street West, Suite 2600, Toronto, Ontario, M5H 3T9, Canada.
To the knowledge of the Reporting Person, none of its directors or executive officers is subject to any criminal or civil proceedings of the type described in Item 2(d) or (e) of the Schedule 13D. Each of the respective directors and executive officers of the Reporting Person is a citizen of Canada.
Name |
| Office Held at Reporting Person |
| Common Shares Beneficially Owned |
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Alan R. Hill |
| Executive Chairman |
| Nil |
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Edward Goldenberg |
| Director |
| Nil |
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Christopher R. Lattanzi |
| Director |
| Nil |
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Alan R. Thomas |
| Director |
| Nil |
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Frank Wheatley |
| Director |
| Nil |
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Richard S. Young |
| President and Chief Executive Officer |
| Nil |
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Navin Dyal |
| Vice President and Chief Financial Officer |
| Nil |
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Kathy Sipos |
| Vice President, Investor and Stakeholder Relations |
| Nil |
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David Savarie |
| Vice President, General Counsel and Corporate Secretary |
| Nil |
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Paul Chawrun |
| Vice President, Technical Services |
| Nil |
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Mark English |
| Vice President, Sabodala Operations |
| Nil |
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Macoumba Diop |
| General Manager and Government Relations Manager |
| Nil |
