TIDMKAH
RNS Number : 3666X
CGNPC Uranium Resources Co., Ltd
14 February 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
14 February 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"))
Closing of the Offer
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").
On 3 February 2012, Taurus declared the Offer unconditional in
all respects.
Today, Taurus announces that the Offer will close at 1:00 p.m.
(London time) on 28 February 2012. Kalahari Shareholders who have
not yet accepted the Offer are urged to do so without delay.
Level of Offer acceptances
As at 1:00 p.m. (London time) on 13 February 2012, Taurus had
received valid acceptances from Kalahari Shareholders in respect of
238,876,582 Kalahari Shares representing approximately 93.8 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.
The terms of the Kalahari Directors' irrevocable undertakings
are set out in paragraph 3 of Appendix 5 to the Offer Document.
Interests in relevant securities
Save as disclosed in this announcement or in the Offer Document,
as at close of business on 10 February 2012, neither Taurus nor any
person acting in concert with Taurus, is interested in or has any
rights to subscribe for any Kalahari Shares, nor does any such
person have any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery of Kalahari Shares, nor does any such
person have any borrowing or lending of Kalahari Shares, except for
any borrowed shares which have been either on-lent or sold.
As at the close of business on 10 February 2012, being the
latest practicable date prior to the publication of this
announcement, the following person acting in concert with Taurus
was interested, directly or indirectly, in the following Kalahari
relevant securities:
Name Number of Kalahari Shares
BHF-Bank Aktiengesellschaft (an
affiliate of Deutsche Bank AG) 143
Settlement
The consideration to which any Kalahari Shareholder is entitled
under the Offer will be settled (i) in the case of valid
acceptances received on or before 1:00 p.m. (London time) on 2
February 2012, on or before 16 February 2012; and (ii) in the case
of valid acceptances received after 1.00 p.m. (London time) on 2
February 2012, but while the Offer remained open for acceptance,
within 14 days of such receipt, in each case in the manner
described in the Offer Document.
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 8000
Geoff Tarrant Tel: +61 28258 1234
Pei-Shen Chou Tel: +852 2203 8888
College Hill (Public Relations adviser to CGNPC-URC and Taurus)
Tony Friend Tel: +44 20 7457 2020
Alexandra Roper
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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