SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _________)*
Lihir Gold Limited
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(Name of Issuer)
Ordinary Shares, par value K0.10 per share
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(Title of Class of Securities)
Shares: Y5285N107 / ADRs: 5324349107
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(CUSIP Number)
Glenn Ives
Chief Financial Officer, Vengold Inc.
Suite 1688, 200 Burrard St.
Vancouver, British Columbia V6C 3L6, Canada
(604) 664-7050
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 8, 1998
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(Date of Event which Requires Filing of this Statement)
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 Rule 13d-1(e), (f) or (g), check the following box. [ ]
*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 purpose 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).
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SCHEDULE 13D
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CUSIP No. Shares: Y5285N107 Page 2 of 5 Pages
ADRs: 5324349107
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<TABLE>
<CAPTION>
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vengold Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7 SOLE VOTING POWER
55,173,996
NUMBER OF
SHARES ------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY - 0 -
EACH
REPORTING ------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 55,173,996
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10 SHARED DISPOSITIVE POWER
- 0 -
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,173,996
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
</TABLE>
<PAGE>
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CUSIP No. Shares: Y5285N107 Page 3 of 5 Pages
ADRs: 5324349107
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ITEM 1 SECURITY AND ISSUER
This statement relates to the Ordinary Shares, par value K0.10 per
share ("Shares") of Lihir Gold Limited (the "Issuer"). The principal executive
offices of the Issuer are located at 7th Floor, Pacific Place, Cnr. Champion
Parade and Musgrave Street, Port Moresby, Papau New Guinea.
ITEM 2 IDENTITY AND BACKGROUND
This Schedule 13D is filed by Vengold Inc. ("Vengold"), a corporation
domiciled in Canada whose principal executive offices are located at Suite 1688,
200 Burrard St.Vancouver, British Columbia V6C 3L6, Canada. Vengold's principal
business is gold mining, exploration and development. The name, principal
occupation, business address and citizenship of each of the directors and
executive officers of Vengold are set forth on SCHEDULE A hereto. Neither
Vengold nor to the best of its knowledge any of its directors or officers has
during the last five years been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On May 8, 1998, Vengold acquired 21,550,929 Shares in a private
placement transaction with the Issuer at a price per share of A$2.49, for a
total purchase price of U.S.$34,445,518. Of the U.S.$34,445,518, Vengold raised
approximately U.S.$29,000,000, in a private placement transaction of its
securities dated April 23, 1998, and raised the balance in a public offering of
its securities dated April 23, 1998.
ITEM 4 PURPOSE OF TRANSACTION
Vengold's purpose for the acquisition of 21,550,929 Shares on May 8,
1998, in a private placement was to increase its equity investment in the
Issuer. Vengold will, if opportunities present themselves, consider acquiring
additional Shares through privately negotiated transactions or in open-market
transactions. Vengold's President, Ian W. Telfer, is one of eleven members of
the Issuer's Board of Directors, and thereby participates in decisions affecting
the control of the Issuer. As a part of the terms of the private placement
between Vengold and the Issuer, Vengold agreed to be a standby purchaser for up
to an additional 3,594,531 Shares under a non-transferable option for such
Shares that has been issued by the Issuer to Mineral Resources Lihir ("MRL") in
order to allow the people of Lihir to maintain their equity position in the
Issuer. MRL has the right to exercise the option in whole or in part at any time
until August 7, 1998. Any of the 3,594,531 Shares not issued pursuant to the
exercise of the option by MRL must be purchased by Vengold at a price per share
of A$2.49. Therefore, if
<PAGE>
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CUSIP No. Shares: Y5285N107 Page 4 of 5 Pages
ADRs: 5324349107
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MRL determined not to exercise any part of the option, Vengold would have the
obligation to purchase 3,594,531 additional Shares for a total purchase price of
U.S.$5,745,250.
ITEM 5 INTEREST IN SECURITIES OF THE ISSUER
On May 8, 1998, Vengold acquired 21,550,929 Shares in a private
placement with the Issuer at a price per share of A$2.49, for a total purchase
price of U.S.$34,445,518. This acquisition caused Vengold's beneficial ownership
to exceed 5% of the outstanding Shares. As a result, as of May 8, 1998, Vengold
beneficially owned an aggregate of 55,173,996 Shares, which represent
approximately 5.9% of the 941,918,726 Shares then outstanding. Vengold has sole
power to vote (or to direct the vote ) and the sole power to dispose of (or to
direct the disposition of) these 55,173,996 Shares. Vengold has the right to
receive dividends from, or proceeds from the sale of, these 55,173,996 Shares.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Vengold owns through its wholly-owned subsidiary, Chibi Inc., an
Antigua corporation, 25% of the outstanding shares of Southern Gold (Bahamas)
Ltd ("Southern Gold"), which is incorporated under the laws of The Bahamas.
R.T.Z. Overseas Holdings Limited ("RTZOH"), a wholly-owned subsidiary of The RTZ
Corporation PLC, owns the remaining 75% of the outstanding shares of Southern
Gold. Southern Gold was established pursuant to the terms of an Agreement
between Vengold and RTZOH dated January 10, 1995 (the "SG Agreement"). Southern
Gold currently is the beneficial owner of 215,369,874 Shares, 9,584,724 of which
were acquired from the Issuer in a private placement on May 8, 1998, at a price
per share of A$2.49.
By virtue of its 75% interest in Southern Gold, RTZOH has the power to
vote all of the 215,369,874 Shares beneficially owned by Southern Gold. If RTZOH
directs Southern Gold to dispose of any of the Shares owned by Southern Gold,
the terms of the SG Agreement grant Vengold a right of first refusal with
respect to 25% of any Shares that Southern Gold seeks to dispose. As a result of
its 25% ownership of Southern Gold and the terms of the SG Agreement, Vengold
may be considered to have an indirect economic interest in 25% of the Shares
owned by Southern Gold.
ITEM 7 MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Letter Agreement between Vengold and the Issuer dated May
7, 1998, regarding private placement of 21,550,929 Shares
to Vengold and option to MRL for 3,594,531 Shares
<PAGE>
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CUSIP No. Shares: Y5285N107 Page 5 of 5 Pages
ADRs: 5324349107
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SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
May 18, 1998
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(Date)
/s/ Ian W. Telfer
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(Signature)
Ian W. Telfer, President of Vengold Inc.
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(Name/Title)
<PAGE>
SCHEDULE A
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<TABLE>
<CAPTION>
<S> <C> <C> <C>
NAME AND BUSINESS POSITION WITH PRINCIPAL OCCUPATION (IF OTHER CITIZENSHIP
ADDRESS VENGOLD INC. THAN POSITION WITH VENGOLD INC.)
John S. Walton Chairman Chairman, Endeavour Financial Canadian
#404 - 1111 W. Georgia Corporation
Vancouver, BC
V6E 4M3, Canada
Ian W. Telfer President, Chief Canadian
Suite 1688 Executive Officer
200 Burrard St. and Director
Vancouver, BC
V6C 3L6, Canada
Glenn A. Ives Vice President - Canadian
Suite 1688 Finance Chief
200 Burrard St. Financial Officer
Vancouver, BC and Director
V6C 3L6, Canada
David C. Davenport Director Partner of Davis & Company Canadian
#2800, 666 Burrard St. (barristers and solicitors)
Vancouver, BC
V6C 3Z7, Canada
Robert Kaul Director Managing Director of the Papau New
P.O. Box 5791 National Provident Fund of Guinean
Boroko, NCD Papau New Guinea
Papau New Guinea
Robert J. Gallagher Vice President, Canadian
Suite 1688 Operations
200 Burrard St.
Vancouver, BC
V6C 3L6, Canada
Brian P. Kirwin Vice President, Canadian
Suite 1688 Exploration
200 Burrard St.
Vancouver, BC
V6C 3L6, Canada
Giulio T. Bonifacio Vice President, Canadian
Suite 1688 Treasurer and
200 Burrard St. Secretary
Vancouver, BC
V6C 3L6, Canada
</TABLE>
EXHIBIT 1
[LOGO]
LIHIR GOLD
LIMITED
INCORPORATED IN PAPUA NEW GUINEA
ARBN 069 803 998
7 May, 1998
Mr. Ian Telfer
Director and Chief Executive Officer
Vengold Inc.
Dear Mr. Telfer,
PLACEMENT OF NEW SHARES - LIHIR GOLD LIMITED
We refer to our recent discussions regarding a proposed placement of shares by
Lihir Gold Limited to raise US$67 million and comprising approximately 4.6% of
the issued capital of the Company (the "Placement").
The following represents the terms upon which Vengold Inc. or its nominee is
offered participation in the Placement:
PLACEMENT OFFER: Lihir Gold Limited hereby offers to Vengold Inc. or its nominee
approved by Lihir Gold Limited, for subscription on the terms and conditions of
this letter, 21,550,929 ordinary shares in Lihir Gold Limited ("Shareholder
Entitlement") as part of the Placement.
PLACEMENT PRICE: A$2.49 per share ("Placement Price") payable in United States
Dollars. The Exchange rate to be used for conversion of Australian dollars to
United States dollars is 0.6419.
RANKING: The New Shares will rank pari passu in all respects with all other
ordinary shares already issued by the Company.
PLACEMENT DATE: Vengold Inc. will purchase the Shareholder Entitlement on 8 May
1998 ("Placement Date").
PAYMENT: Payment of the Placement Price shall be made on May 14, 1998 or such
later date mutually agreed by the transfer of clear funds to the accounts
notified by Lihir Gold Limited.
<PAGE>
NOT OFFER TO PUBLIC: Lihir Gold Limited has the right to make such offer or
invitations in relation to the Placement of the New Shares as it sees fit
provided that each offer or invitation is not an offer to the public under the
Companies Act (Chapter 146) or the Securities Act 1997 of Papua Guinea or is an
excluded offer or invitation for the purposes of the Corporations Law
(Australia) (if applicable).
INFORMATION: Lihir Gold Limited warrants to Vengold Inc. that at the date of
this letter, Lihir Gold Limited is in compliance with the disclosure obligations
under Rule 3.1 of Chapter 3 of the ASX Listing Rules.
UNDERTAKINGS: Vengold Inc. or its approved nominee may only accept the offer in
respect of all of the new shares which make up the Shareholder Entitlement and
Second Entitlement. Where the prospectus provisions of the Australian
Corporations Law apply to the placement of shares pursuant to this offer,
Vengold Inc. also undertakes that for a period of 6 months following the
placement, any subsequent sale of any shares issued pursuant to this offer in
Australia will be made on the stock market of Australian Stock Exchange Limited
and will not be a transaction required to be reported as "special", or the sale
will be the result of an offer which is an excluded offer within the
Corporations Law.
ACCEPTANCE AND LAW OF OFFER: The law of this offer shall be the law of Papua New
Guinea and this offer is made in Papua New Guinea. Acceptance of this offer
shall occur upon receipt by Lihir Gold Limited of an executed copy of this
letter by delivery to Level 7 Pacific Place Port Moresby or upon receipt on
Lihir Island facsimile no 675 986 4018 and copy 675 986 4075. The offer must be
accepted on or before 8 May 1998.
OPTION TO LIBIRIAN EQUITY TRUST: Lihir Gold Limited has or is to provide an
option to Mineral Resources Lihir Pty Ltd ("MRL") for MRL to acquire 3,594,531
ordinary shares of Lihir Gold Limited on the following terms:-
(ii) The number of shares subject to option is 3,594,531
ordinary shares. Strike Price - The same A$ and US$ price
per share as under this offer for the Shareholder
Entitlement.
(iii) Currency - US$ or Kina if US$ not possible. If Kina then
at the exchange rate prevailing at 4.00pm on the date of
the placement, being the mid point of the buy and sell
rates quoted by the Papua New Guinea Banking Corporation.
(iv) Term of Option - 3 Months from the date of the Placement.
If MRL does not exercise the option in whole, Lihir Gold Limited offers to
Vengold Inc. or its approved nominee, for subscription, the number of ordinary
shares of Lihir Gold Limited not acquired by MRL under the above option ("Second
Entitlement") as part of the Placement. The Second Entitlement shares shall be
on the same terms
<PAGE>
and conditions as offered to MRL under the above option with the exception that
the payment of the subscription price shall be paid by Vengold Inc. in United
States Dollars within 5 business days of the option lapsing or being exercised
by MRL in part as the case may be. Placement shall take place contemporaneously
with payment by Vengold Inc.
Yours sincerely,
/s/ Michael Merton
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Michael Merton
Director - Lihir Gold Limited
for and on behalf of Lihir Gold Limited
The above offer for the Shareholder Entitlement and the Second Entitlement are
accepted.
/s/ Glenn Ives
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For and on behalf of Vengold Inc. (or its approved nominee)
Director
