TIDMKAH
RNS Number : 9044V
CGNPC Uranium Resources Co., Ltd
20 January 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
20 January 2012
RECOMMENDED CASH OFFER FOR KALAHARI MINERALS PLC ("Kalahari") BY
TAURUS MINERAL LIMITED ("Taurus") (A COMPANY FORMED AT THE
DIRECTION OF CGNPC URANIUM RESOURCES CO., LTD ("CGNPC-URC") AND THE
CHINA-AFRICA DEVELOPMENT FUND ("CADFund"))
Offer update
On 8 December 2011 CGNPC-URC announced that the boards of
Kalahari and CGNPC-URC had reached agreement on the terms of a
recommended cash offer for the entire issued and to be issued share
capital of Kalahari (the "Offer"), the full terms and conditions to
which were set out in the offer document issued by Taurus on 5
January 2012 (the "Offer Document").
Level of Offer acceptances
As at 1:00 p.m. (London time) on 19 January 2012, Taurus had
received valid acceptances from Kalahari Shareholders in respect of
74,811,264 Kalahari Shares representing approximately 29.4 per
cent. of the existing issued share capital of Kalahari. These
acceptances include acceptances received in respect of 9,518,813
Kalahari Shares, representing approximately 3.7 per cent. of the
existing issued share capital of Kalahari, which were subject to
irrevocable undertakings procured by Taurus from the Kalahari
Directors.
As at 1:00 p.m. (London time) on 19 January 2012, Taurus held
non-binding letters of intent to accept the Offer from Henderson
Alternative Investment Advisor Limited and Henderson Global
Investors Limited (together "Henderson"), for which acceptance had
not yet been received, relating to 3,538,716 Kalahari Shares,
representing approximately 1.4 per cent. of the existing issued
share capital of Kalahari.
The terms of the Kalahari Directors' irrevocable and the
non-binding letters of intent received from Henderson are set out
in paragraph 3 of Appendix 5 to the Offer Document.
Deadline for receipt of Offer acceptances
The Offer, which remains subject to the terms set out in the
Offer Document, will remain open for acceptances until 1.00 p.m.
(London time) on 2 February 2012.
ASIC Relief and Extract Bid
On 8 December 2011, ASIC made declarations under section
655A(1)(b) of the Australian Corporations Act modifying the
application of certain provisions of Chapter 6 of the Australian
Corporations Act to Taurus, Miraculum, CADFund, CGNPC-URC and other
named related bodies corporate of those entities ("ASIC Relief").
Under these declarations, Taurus may acquire a relevant interest in
more than 20 per cent. of Extract Shares in connection with the
acquisition of Kalahari Shares under the Offer without the
acquisition resulting in a breach of section 606(1) of the
Australian Corporations Act.
Under section 608(3) of the Australian Corporations Act, a
person having a relevant interest in more than 20 per cent. of a
company's voting shares also has a relevant interest in any
securities held by that company or in which that company otherwise
has a relevant interest.
Earlier today, Taurus filed a Form 603 notice with the ASX,
confirming that, as Taurus had acquired a relevant interest in
78,349,980 Kalahari Shares representing 30.8 per cent. of
Kalahari's existing issued share capital, Taurus also has a
relevant interest in the 107,342,087 Extract Shares held by
Kalahari (constituting 42.74 per cent. of the total number of
Extract Shares on an undiluted basis).
Taurus' relevant interest in 78,349,980 Kalahari Shares
comprised valid acceptances from Kalahari Shareholders in respect
of 74,811,264 Kalahari Shares and a further 3,538,716 Kalahari
Shares which are subject to non-binding letters of intent to accept
the Offer.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Offer Document.
Enquiries:
Deutsche Bank (Financial adviser to CGNPC-URC,
CADFund and Taurus)
Omar Faruqui Tel: +44 20 7545
Geoff Tarrant 8000
Pei-Shen Chou Tel: +61 28258 1234
Tel: +852 2203 8888
College Hill (Public Relations adviser to CGNPC-URC
and Taurus)
Tony Friend Tel: +44 20 7457
Alexandra Roper 2020
Henry Chow
Tel: +852 3791 2289
_______________________________________________________________
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory
Authority) and authorised and subject to limited regulation by the
FSA. Details about the extent of Deutsche Bank AG's authorisation
and regulation by the FSA are available on request. Deutsche Bank
AG, London Branch (and its affiliates) are acting as financial
adviser to CGNPC-URC, CADFund and Taurus and no one else in
connection with the contents of this announcement and the Offer and
will not be responsible to any person other than CGNPC-URC, CADFund
and Taurus for providing the protections afforded to clients of
Deutsche Bank AG, London Branch (or its affiliates), nor for
providing advice in relation to the Offer or any matters referred
to herein.
Opening Position and Dealing Disclosure Requirements under the
Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree
company or of any paper offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any paper offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10(th) business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on websites
A copy of this announcement is and will be available free of
charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, for inspection on
CGNPC-URC's website at www.cgnurc.com.cn.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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