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Barrick Gold has been ordered to pay veteran dealmaker Ian Hannam’s firm $2mn plus legal costs after the High Court in London found Hannam & Partners helped engineer a $6bn merger and failed to be compensated.

The advisory firm had demanded up to $18mn from the Canadian mining group, claiming it was central to a transformational combination in 2018 between Barrick and London-listed Randgold but that it was “pushed out” of the deal at the last minute.

Hannam, who earned a reputation as the “king of mining M&A” for his role in big-name deals, previously told the court that he had been “shocked” to see a press release that announced the deal to create what was at the time the world’s biggest gold miner. There was no mention of his firm. However, M Klein & Co, Wall Street rainmaker Michael Klein’s firm, was cited, Hannam recalled during the trial.

In a lengthy judgment on Wednesday, Judge Simon Gleeson found H&P had secured no legally binding agreement for fees on the deal. Even so, he ruled in its favour on a legal principle known as unjust enrichment.

Gleeson said the case raised “a number of difficult legal questions where — as here — an advisor believes it has been appointed whilst its client believes it has not”.

The case shone a light on behind-the-scenes, and sometimes fractious, deliberations between corporate executives and advisers who work on high-stakes M&A deals.

“Investment bankers, like teenage lovers, pour out their efforts, almost without limit and in response to the slightest encouragement in the hope of reaching the nirvana of a mandate,” Gleeson wrote.

Hannam, a former special forces soldier, had told the court that the deal, for which he had coined the code name British Rail, “would not have happened without me”.

Barrick Gold had “categorically denied” the claims. Mark Bristow — who was Randgold’s chief executive before the deal and now runs the merged entity — told the court that Hannam had not been formally involved in the transaction, and described an invoice for $18mn that H&P sent in September 2018 as “outrageous”.

Gleeson ruled that “no contract of the form pleaded [by H&P] was ever entered into”. However, he said there was a “common basis of understanding that H&P would be appointed”.

The judge cited specific instances of work conducted by H&P, including a “storyboard” presentation that set out a rationale for a Barrick acquisition of Randgold. Gleeson also noted Hannam acted as a “go-between” between Bristow and Barrick’s John Thornton, who now chairs the enlarged group.

“The claimant’s early work in promoting the transaction conferred a valuable benefit on both Randgold and Barrick,” Gleeson said.

He concluded: “I therefore find that the claimant is entitled to recover $2mn plus their expenses (to be agreed) from the defendant.”

Neil Passmore, chief executive of H&P, described the judgment as “seminal” for the investment banking industry “for work undertaken on a handshake, despite the fact there was no written contract”.

Barrick did not immediately respond to a request to comment.



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