Hambledon Mining PLC Offer by African Resources
02 November 2012 - 11:02PM
UK Regulatory
TIDMHMB
Hambledon Mining plc notes the RNS Reach announcement with
number 2193Q made by African Resources Limited at 11.42a.m. this
morning, 2 November 2012. The full text of that announcement is
reproduced below:
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN
OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
2 November 2012
Recommended Cash Only Partial Offer
By
African Resources Limited ("African Resources")
for up to 60 per cent.
of
Hambledon Mining PLC ("Hambledon")
(when aggregated with the Hambledon Shares already held by
African Resources and by persons acting in concert with African
Resources)
Publication of Partial Offer Document
African Resources announces that the Partial Offer Document,
which contains the terms and Conditions of the Partial Offer and
the procedures for voting "FOR" and accepting the Partial Offer
will be available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Hambledon's
website at www.hambledon-mining.com by no later than 12 noon
(London time) today, Friday 2 November, up to and including the end
of the Partial Offer Period.
The Partial Offer Document will also be posted to Hambledon
Shareholders on Friday 2 November 2012, together with the PINK
Voting Form and (in the case of Certificated Shareholders) the BLUE
Form of Acceptance, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions.
Hambledon Shareholders should note that the Partial Offer is not
governed by the City Code on Takeovers and Mergers and accordingly
no Rule 8 disclosure wording is included in this announcement.
Defined terms used but not defined in this announcement have the
meanings set out in the Partial Offer Document.
Enquiries:
African Resources
Ashar Qureshi Tel: 07979 856333
Hambledon Mining plc
Charles Zorab, Investor Relations Manager Tel: 020 7233 1462
SP Angel Corporate Finance LLP (financial adviser, nominated
adviser and broker to Hambledon)
Ewan Leggat/Katy Birkin Tel: 020 3463 2260
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Partial Offer or otherwise. The Partial Offer will
be made solely by means of the Partial Offer Document and the BLUE
Form of Acceptance and PINK Voting Form accompanying the Partial
Offer Document, which will contain the full terms and Conditions of
the Partial Offer, including details of how it may be accepted and
how Hambledon Shareholders may cast their votes "FOR" or "AGAINST"
it.
SP Angel, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Hambledon and for no-one else in connection with the Partial
Offer and will not be responsible to anyone other than Hambledon
for providing the protections afforded to clients of SP Angel nor
for providing advice in relation to the Partial Offer.
Overseas Shareholders
The Partial Offer is not being made and will not be made,
directly or indirectly, in, into or by use of the mails of, or by
any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone, email and other forms of
electronic transmission) of interstate or foreign commerce of, or
any facility of a national securities exchange of the United
States, Canada, Australia, Japan or any other Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Partial Offer will not be capable of
acceptance from within a Restricted Jurisdiction, nor will votes be
capable of being validly cast "FOR" or "AGAINST" the Partial Offer
from within a Restricted Jurisdiction. Accordingly, copies of this
announcement, the Partial Offer Document, the BLUE Form of
Acceptance, the PINK Voting Form and any other Partial Offer
Documentation are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement, the Partial Offer Document, the BLUE Form of
Acceptance, the PINK Voting Form and any other Partial Offer
Documentation (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions as doing so may invalidate any purported acceptance
of the Partial Offer. Any purported acceptance of the Partial Offer
resulting directly or indirectly from a violation of these
restrictions will be invalid and acceptances of the Partial Offer
made by a person in a Restricted Jurisdiction or any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within a Restricted
Jurisdiction will be disregarded.
The availability of the Partial Offer to Hambledon Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident. Such
persons should read paragraph 9 of Part B of Appendix I to the
Partial Offer Document (when published) and inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions.
This communication is not an extension of the Partial Offer into
the United States.
Publication on website
A copy of this announcement will be available free of charge on
Hambledon's website at www.hambledon-mining.com by no later than 12
noon (London time) on 5 November 2012 and during the course of the
Partial Offer, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions.
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