FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY
A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS
FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT
CLIENTS)
Rules 8.1, 8.2 and 8.4 of the
Takeover Code (the "Code")
1. KEY
INFORMATION
|
(a) Full name of
discloser:
|
Nioko
Resources Corporation
|
|
(b) Owner or controller of
interests and short positions disclosed, if different from
1(a):
The
naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be
named.
|
Nioko
Resources Corporation is wholly owned by CIG SA which is in turn
controlled by Idrissa Nassa.
|
|
(c) Name of offeror/offeree
in relation to whose relevant securities this form
relates:
Use
a separate form for each offeror/offeree
|
Hummingbird
Resources plc
|
|
(d) Status of person making
the disclosure:
e.g. offeror, offeree, person acting in concert with the
offeror/offeree (specify name of offeror/offeree)
|
OFFEROR
|
|
(e) Date dealing
undertaken:
|
27 November
2024
|
|
(f) In addition to the
company in 1(c) above, is the discloser making disclosures in
respect of any other party to the offer?
If it is a cash offer or
possible cash offer, state "N/A"
|
N/A
|
2. POSITIONS
OF THE PERSON MAKING THE DISCLOSURE
If
there are positions or rights to subscribe to disclose in more than
one class of relevant securities of the offeror or offeree named in
1(c), copy table 2(a) or (b) (as appropriate) for each additional
class of relevant security.
(a) Interests and
short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the
dealing
|
Class of relevant
security:
|
1p Ordinary
Shares
|
|
|
Interests
|
Short
positions
|
|
Number
|
%
|
Number
|
%
|
|
(1) Relevant securities owned
and/or controlled:
|
339,233,148
|
41.81
|
N/A
|
0
|
|
(2) Cash-settled
derivatives:
|
N/A
|
0
|
N/A
|
0
|
|
(3) Stock-settled derivatives
(including options) and agreements to
purchase/sell:
|
N/A
|
0
|
N/A
|
0
|
|
TOTAL:
|
339,233,148
|
41.81
|
N/A
|
0
|
All
interests and all short positions should be
disclosed.
Details of any open stock-settled derivative positions
(including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8
(Open Positions).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to
subscribe for new securities (including directors' and other
employee options)
|
Class of relevant security in
relation to which subscription right exists:
|
1p Ordinary
Shares
|
|
Details, including nature of
the rights concerned and relevant percentages:
|
Pursuant to a subscription agreement
entered into between, among others, Nioko and Hummingbird Resources
PLC dated 27 November 2024, Nioko, as the subscriber, has the right
to subscribe for up to 863,079,491 newly issued Ordinary Shares of
Hummingbird Resources PLC at 2.6777 pence per Ordinary
Share.
Further details are available in the
Subscription Agreement announcement published via RNS on
Hummingbird Resources plc's website on 28 November 2024.
|
3. DEALINGS BY
THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of
relevant securities of the offeror or offeree named in 1(c), copy
table 3(a), (b), (c) or (d) (as appropriate) for each additional
class of relevant security dealt in.
The
currency of all prices and other monetary amounts should be
stated.
(a) Purchases and
sales
(i) Party to
an offer or person acting in concert (except for a principal trader
in the same group as a connected adviser)
|
Class of relevant
security
|
Purchase/sale
|
Number of
securities
|
Price per
unit
|
|
N/A
|
N/A
|
N/A
|
N/A
|
(ii) Principal
trader where the sole reason for the connection is that the
principal trader is in the same group as a connected
adviser
|
Class of relevant
security
|
Purchases/
sales
|
Total number of
securities
|
Highest price per unit
paid/received
|
Lowest price per unit
paid/received
|
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(b) Cash-settled
derivative transactions
|
Class of relevant
security
|
Product
description
e.g. CFD
|
Nature of
dealing
e.g. opening/closing a
long/short position, increasing/reducing a long/short
position
|
Number of reference
securities
|
Price per
unit
|
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
|
Class of relevant
security
|
Product
description e.g. call
option
|
Writing, purchasing, selling,
varying etc.
|
Number of securities to which
option relates
|
Exercise price per
unit
|
Type
e.g. American, European
etc.
|
Expiry date
|
Option money paid/ received
per unit
|
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(ii)
Exercise
|
Class of relevant
security
|
Product
description
e.g. call
option
|
Exercising/ exercised
against
|
Number of
securities
|
Exercise price per
unit
|
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(d) Other dealings
(including subscribing for new securities)
|
Class of relevant
security
|
Nature of
dealing
e.g. subscription,
conversion
|
Details
|
Price per unit (if
applicable)
|
|
Ordinary
Shares
|
Agreement
to subscribe for Ordinary Shares
|
Pursuant to
a subscription agreement entered into between, among others, Nioko
and Hummingbird Resources PLC dated 27 November 2024, Nioko, as the
subscriber, has the right to subscribe for up to 863,079,491 newly
issued Ordinary Shares of Hummingbird Resources PLC at 2.6777 pence
per Ordinary Share.
Further
details are available in the Subscription Agreement announcement
published via RNS on Hummingbird Resources plc's website on 28
November 2024.
|
N/A
|
4. OTHER
INFORMATION
(a) Indemnity and
other dealing arrangements
|
Details of any indemnity or
option arrangement, or any agreement or understanding, formal or
informal, relating to relevant securities which may be an
inducement to deal or refrain from dealing entered into by the
party to the offer or person acting in concert making the
disclosure and any other person:
Irrevocable commitments and
letters of intent should not be included. If there are no
such agreements, arrangements or understandings, state
"none"
|
|
None.
|
(b) Agreements,
arrangements or understandings relating to options or
derivatives
|
Details of any agreement,
arrangement or understanding, formal or informal, between the party
to the offer or person acting in concert making the disclosure and
any other person relating to:
(i) the voting rights
of any relevant securities under any option; or
(ii) the voting rights or
future acquisition or disposal of any relevant securities to which
any derivative is referenced:
If there are no such
agreements, arrangements or understandings, state
"none"
|
|
None.
|
(c)
Attachments
Are
any Supplemental Forms attached?
|
Supplemental Form 8 (Open
Positions)
|
NO
|
|
Supplemental Form 8
(SBL)
|
NO
|
Date of disclosure:
|
28 November
2024
|
Contact name:
|
Oumar
Toguyeni
|
Telephone number:
|
+221 77 333
71 41
|
Public disclosures under Rule 8 of the Code must be made to a
Regulatory Information Service.
The
Panel's Market Surveillance Unit is available for consultation in
relation to the Code's dealing disclosure requirements on +44 (0)20
7638 0129.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.
