Avesoro Resources Inc. Extension of Offer to Acquire (4461U)
25 November 2019 - 6:00PM
UK Regulatory
TIDMASO
RNS Number : 4461U
Avesoro Resources Inc.
25 November 2019
25 November 2019
Avesoro Resources Inc.
TSX: ASO
AIM: ASO
Avesoro Announces Extension by Avesoro Jersey Limited of Offer
to Acquire the Common Shares of Avesoro for Mandatory Extension
Period to December 3, 2019
Avesoro Resources Inc. (the "Company" or "Avesoro") announces
further to its announcements on August 20, 2019, September 1, 2019,
October 17, 2019 and October 21, 2019, that its controlling
shareholder, Avesoro Jersey Limited ("AJL")'s offer to acquire all
of the issued and outstanding common shares (the "Common Shares")
of the Company not currently owned by AJL or any of its affiliates
for GBP1.00 (or its equivalent in Canadian or U.S. dollars) in cash
per Common Share (the "Offer") has been accepted by holders of
Common Shares representing approximately 85.36% of the total number
of Common Shares subject to the Offer. All conditions to the Offer,
including the minimum tender requirement under applicable Canadian
securities laws, have been satisfied, and AJL has extended the
period for acceptance of the Offer by the mandatory extension
period.
Extension of Offer
Computershare Trust Company of Canada (the "Depositary") has
reported that as at 5:00 p.m. (Toronto time) on November 22, 2019,
being the expiry of the initial deposit period of the Offer, a
total of 18,880,713 Common Shares have been validly deposited under
the Offer and not withdrawn. AJL has announced that it has taken up
and accepted for payment all such Common Shares.
The Offer is now open for acceptance until 5:00 p.m. (Toronto
time) on December 3, 2019, unless further extended by AJL, to give
Avesoro shareholders who have not yet tendered their Common Shares
to the Offer an opportunity to do so.
It is expected that AJL will file and mail to Avesoro's
registered and beneficial shareholders a corresponding notice of
variation and extension regarding the extension of the expiry time
of the Offer to 5:00 p.m. (Toronto time) on December 3, 2019,
unless the Offer is further extended by AJL. Shareholders who have
previously validly deposited their Common Shares do not need to
take any further action to accept the Offer.
Immediately prior to this take up and payment, AJL owned
59,457,152 Common Shares, representing, on a non-diluted basis,
approximately 72.9% of the issued and outstanding Common Shares.
Following the take up and payment, AJL will own and control
78,337,865 Common Shares representing, on a non-diluted basis,
approximately 96.03% of the issued and outstanding Common Shares.
As described in the offer to purchase and take-over bid circular of
AJL in connection with the Offer dated October 17, 2019, AJL is
under no obligation to carry out a compulsory acquisition or
subsequent acquisition transaction to acquire any Common Shares
that are not validly deposited under the Offer prior to 5:00 p.m.
(Toronto time) on December 3, 2019 and Avesoro shareholders who
have not deposited or do not deposit their Common Shares pursuant
to the Offer prior to such time will continue to hold their Common
Shares.
As stated in the Directors' Circular of Avesoro dated October
21, 2019, the board of directors of the Company (the "Board of
Directors") (excluding certain interested directors who recused
themselves), following the unanimous recommendation of the special
committee of the Board of Directors, has determined that the Offer
is in the best interests of the Company and fair to its minority
shareholders (which, for greater clarity, excludes AJL and its
affiliates) (the "Minority Shareholders").
The Board of Directors (excluding certain interested directors)
unanimously recommends that Minority Shareholders accept the Offer
and deposit their Common Shares to the Offer. The Offer represents
an opportunity for shareholders to realize certainty of value and
immediate liquidity for their Common Shares. The Offer is
considered to be an "insider bid" under applicable Canadian
securities laws and is to be completed by way of a takeover bid
thereunder.
Contact Information
Avesoro Resources Inc.
Geoff Eyre / Nick Smith
Tel: +44(0) 20 3405 9160
Camarco finnCap
(IR / Financial PR) (Nominated Adviser and Joint Broker)
Gordon Poole / Nick Hennis Christopher Raggett / Scott Mathieson
/ Camille Gochez
Tel: +44(0) 20 3757 4980 Tel: +44(0) 20 7220 0500
Berenberg
(Joint Broker)
Matthew Armitt / Detlir Elezi
Tel: +44(0) 20 3207 7800
About Avesoro Resources Inc.
Avesoro Resources is a West Africa focused gold producer and
development company that operates two gold mines across West Africa
and is listed on the Toronto Stock Exchange ("TSX") and the AIM
market operated by the London Stock Exchange ("AIM"). The Company's
assets include the New Liberty Gold Mine in Liberia ("New Liberty")
and the Youga Gold Mine in Burkina Faso ("Youga").
For more information, please visit www.avesoro.com
Certain information communicated in this announcement was, prior
to its publication, inside information for the purposes of Article
7 of Regulation 596/2014.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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