EX-4.16 3 file002.txt SHARE SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT EXECUTION COPY ================================================================================ INVESTMENT NUMBER 2429 SHARE SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT BETWEEN RANDGOLD RESOURCES (SOMISY) LIMITED AND INTERNATIONAL FINANCE CORPORATION DATED JULY 12, 2002 ================================================================================ SHARE SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT This SHARE SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT (this ("Agreement") is entered into on July 12, 2002, between RANDGOLD RESOURCES (SOMISY) LIMITED, a company organized and existing under the laws of the Jersey, Channel Islands ("Purchaser") and INTERNATIONAL FINANCE CORPORATION ("IFC"), an international organization established by Articles of Agreement among its member countries. ARTICLE I SALE PROVISIONS Section 1.01. On the terms and conditions of this Agreement, the Purchaser agrees to buy, and the IFC agrees to sell, fifty (50) Class "C" shares (the "Sale Shares"), each with a par value of 12,500 CFA Francs, in the capital of Societe des Mines de Syama S.A, a company organized under the laws of the Republic of Mali (the "Company"). The Purchaser shall pay IFC one Dollar (US$1.00) for all of the Sale Shares ("Sale Proceeds"), in immediately available funds, in the following account (the "Account"), as follows: State Street Bank & Trust Co., Boston ABA #011000028 Beneficiary Acct # (DDA) 34975607 FUND # C61V, IFC ESP Reference: Somisy, # 2429 MLI- Sale of shares Section 1.02. IFC makes no representation or warranty with respect to the Company, including without limitation, with respect to the Company's legal status, organization, management, operations, financial condition or business prospects. Section 1.03. (a) The Purchaser shall pay the Sale Proceeds to the IFC on a date ("Closing Date") to be agreed but in any event before July 2, 2002. (b) On the Closing Date, upon confirmation of receipt in the Account of the Sale Proceeds in full, IFC shall with respect to the Sale Shares: (i) deliver or cause to be delivered to the Purchaser the share certificates representing the Sale Shares; and -2- (ii) instruct its authorized representative to sign on its behalf and deliver to the Purchaser instruments of transfer with respect to such Sale Shares for registration by the Company in its transfer book and register of shareholders, at the Purchaser's cost and expense. ARTICLE II ASSIGNMENT AND ASSUMPTION OF SHAREHOLDER LOANS Section 2.01. (a) In consideration of the Purchaser's irrevocable undertaking to pay to IFC the amount set forth in Section 1.01 (the receipt of which IFC hereby acknowledges) and subject to the provisions of this Article II, IFC hereby assigns and transfers to the Purchaser, without recourse, absolutely, irrevocably and unconditionally, all of its rights, title and interest (whether accruing after or before the date hereof) in and to an Investment Agreement, between the Company and IFC, dated August 5, 1993 (the "Shareholder Loan Agreement") including, but not limited to, all rights and causes of action in respect of the Shareholder Loan Agreement (the "Assignment"). (b) The Purchaser irrevocably, unconditionally and absolutely accepts the Assignment and assumes all of the transferable obligations of IFC and is entitled to exercise all of the rights of IFC under the Shareholder Loan Agreement. (c) The Company hereby expressly acknowledges and irrevocably and unconditionally accepts the Assignment in accordance with the terms and conditions of this Agreement. Section 2.02. The Assignment and the transfer of the rights and obligations pursuant to Section 2.01(a) above shall become effective on the Closing Date. Section 2.03. On the Closing Date, IFC shall provide the Purchaser with, and the Purchaser shall acknowledge receipt of, an original copy of each of the Shareholder Loan Agreement. Section 2.04. (a) The Company hereby acknowledges its notification of the assignment and transfer rights under the Shareholder Loan Agreement pursuant to the terms of this Agreement. (b) The Purchaser undertakes that it shall also notify any other relevant party, if any, of the assignment and transfer of rights under the Shareholder Loan Agreement by notification in accordance with applicable law and shall take any other action or measure necessary or required under the laws of the Republic of Mali to give effect to the -3- assignment and transfer of rights under this Agreement. Furthermore, the Purchaser shall be responsible for carrying out, at its own expense, all legal formalities which may be required in the Republic of Mali in connection with the execution and implementation of this Agreement. Section 2.05 IFC shall execute and provide such documents as may be reasonably required by the Purchaser to give effect to the Assignment. ARTICLE III MISCELLANEOUS PROVISIONS Section 3.01. The Purchaser shall pay all taxes (other than any taxes on capital gains), duties, fees, or other charges payable on or in connection with the execution, issue, delivery, registration or notarization of this Agreement and any documents related thereto; and shall reimburse IFC for any such taxes, duties, fees or other charges paid by IFC,other than legal fees which shall be for each party's own account. Section 3.02. Any notice or request required or permitted to be given or made under this Agreement to either of the parties hereto shall be in writing. Such notice or request shall be deemed to be duly given or made when it shall be delivered by hand, airmail or facsimile to the party to which it is addressed at such party's address specified below or at such other address as such party shall have designated by notice to the party giving such notice or making such request: For the Purchaser: Randgold Resources (Somisy) Limited La Motte Chambers La Motte Street St Helier Jersey JE1 1BJ Facsimile: (011 44) 1534 735 5333 -4- For IFC: International Finance Corporation 2121 Pennsylvania Avenue, N.W. Washington, D.C. 20433 United States of America Facsimile: (202) 974-4322 Attn: Director, Mining Department Section 2.06. This Agreement is governed by, and shall be construed in accordance with, the laws of England. Section 3.07. This Agreement contains the entire agreement between the IFC and the Purchaser and there are no other terms, obligations, covenants, representations, statements, or conditions, oral or otherwise, of any kind or nature whatsoever. Section 3.08. This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement. -5- IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be executed as a deed, as of the day and year first above written. Executed as a deed By RANDGOLD RESOURCES (SOMISY) LIMITED By: /s/ D. Mark Bristow ----------------------------------- Name: D. Mark Bristow ----------------------------------- Title: Authorized Representative Executed as a deed By INTERNATIONAL FINANCE CORPORATION By: /s/ Sebastien Thiriez ----------------------------------- Name: Sebastien Thiriez ----------------------------------- Title: Authorized Representative