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Tuesday 14 February, 2012

CGNPC Uranium Resrc

Closing of the Offer

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

Geoff Tarrant

Pei-Shen Chou

Tel: +44 20 7545 8000

Tel: +61 28258 1234

Tel: +852 2203 8888



College Hill (Public Relations adviser to CGNPC-URC and Taurus)

Tony Friend

Alexandra Roper

Henry Chow

Tel: +44 20 7457 2020

 

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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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

 


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