TIDMBAO
RNS Number : 6354I
Baobab Resources PLC
27 March 2015
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
27 March 2015
Baobab Resources Plc
De-Listing Proposal
and
Recommended Cash Takeover Offer
by
Redbird Investments Limited
to acquire the entire issued and to be issued ordinary share
capital of
Baobab Resources Plc
not already owned by Redbird or its associated entities
Publication of Offer Document
On 27 February 2015, the Independent Directors of Baobab
Resources Plc ("Baobab" or the "Company") (AIM: BAO) announced
that, following discussions with its major shareholder, Redbird
Investments Limited ("Redbird"), a wholly owned investment vehicle
of African Minerals Exploration & Development Fund SICAR,
S.C.A. ("Fund I"), they have reached agreement on the terms of a
proposal for seeking the cancellation of the admission of the
Company's ordinary shares of 1 pence each ("Shares") to trading on
the AIM Market of the London Stock Exchange ("AIM") (the
"De-Listing") and the making of a cash offer for all of the
Company's Shares not already owned by Redbird for a cash
consideration of 6.0 pence per Share (the "Offer").
Further to the announcement of the Offer on 27 February 2015
(the "Announcement"), the Independent Directors of Baobab and
Redbird are pleased to announce that the offer document containing
the full terms of, and conditions to, the Offer and the procedures
for acceptance (the "Offer Document") is being published and sent
today to Baobab shareholders, persons with information rights and
holders of options in Baobab, together with the Form of Acceptance
for Baobab shareholders holding their Shares in certificated
form.
As at the date of the Announcement, Redbird held 121,193,158
Shares representing approximately 35.4 per cent. of the issued
share capital of the Company. Subsequent to the Announcement,
Redbird has completed market purchases in respect of 18,848,644
Shares (the "Market Purchases"), and accordingly, currently holds
140,041,802 Shares representing 40.91 per cent. of the issued share
capital of the Company.
The Market Purchases gave rise to an obligation for Redbird to
make a mandatory offer for Baobab pursuant to Rule 9.1 (b) of the
City Code on Takeovers and Mergers (the "Code"). However, the Panel
on Takeovers and Mergers (the "Panel") has acknowledged these
Shares were purchased by way of an inadvertent mistake and, having
consulted with the Independent Directors, has granted a
dispensation from the requirement to make an offer in accordance
with Rule 9 of the Code subject to certain modifications to the
terms of the Offer, being:
(i) Redbird has waived conditions (a) and (b) as set out in the
Announcement regarding the operation of Baobab's business in the
ordinary course and any material adverse change; and
(ii) the Offer is now conditional upon a minimum acceptance
condition that valid acceptances are received which will result in
Redbird and any person acting in concert with it holding Shares
carrying more than 50.0 per cent of the voting rights then normally
exercisable at general meetings of Baobab, as more fully described
in Appendix 1 of the Offer Document, rather than a minimum
acceptance condition of 72.31 per cent as stated in the
Announcement.
The dispensation from the obligation to make a mandatory offer
in accordance of Rule 9 of the Code is also subject to Redbird
having agreed with the Panel that, in the event that the Offer does
not become wholly unconditional, Redbird will dispose of the Shares
acquired pursuant to Market Purchases following the lapse of the
Offer in a manner satisfactory to the Panel.
The first closing date of the Offer is 17 April 2015 (the "First
Closing Date"). The Offer will remain open until the later of (i) 1
May 2015 and (ii) 14 calendar days after becoming or being declared
unconditional in all respects.
The procedure for acceptance of the Offer is set out in the
Offer Document in Section C of Appendix 1 and in the Form of
Acceptance for Baobab shareholders holding their Shares in
certificated form, and in Section D of Appendix 1 for Baobab
shareholders holding their Shares in uncertificated form
The Offer Document together with those documents listed in
paragraph 10 of Appendix 4 to the Offer Document will be available
on Baobab's website at www.baobabresources.com. For the avoidance
of doubt, the content of such website is not incorporated into, and
does not form part of, this announcement.
Enquiries:
Baobab Resources Plc
Ben James (Managing Director) Tel: +258 21 486 404
Jeremy Dowler (Chairman) Tel: +44 1372 450529
Frank Eagar (Finance Director) Tel: +27 76 753 5377
Canaccord Genuity Limited Tel: +44 20 7523 8000
(NOMAD, broker and financial
adviser to the Independent
Directors)
Henry Fitzgerald-O'Connor
Chris Fincken
Ryan Gaffney
GMP Securities Europe Tel: +44 20 7647 2800
LLP (financial adviser
to Redbird)
Richard Greenfield
Andrew Young
Tavistock (financial public Tel: +44 20 7920 3150
relations to Baobab)
Emily Fenton / Nuala Gallagher
Further Information
GMP Securities Europe LLP ("GMP") is acting as financial adviser
to Redbird on the Offer. GMP, which is authorised and regulated in
the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Redbird and no one else in connection with the
Offer and will not regard any other person as its client in
relation to the matters described herein and will not be
responsible to anyone other than Redbird for providing the
protections afforded to clients of GMP, nor for providing advice in
relation to the Offer or any matter or arrangement referred to in
this announcement.
Canaccord Genuity Limited is acting as financial and Rule 3
adviser to the Independent Directors on the Offer. Canaccord
Genuity Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for the Independent Directors and no one else in connection with
the Offer and will not be responsible to anyone other than the
Independent Directors for providing the protections afforded to
clients of Canaccord Genuity Limited nor for providing advice in
relation to matters described in this announcement, nor for
providing advice in relation to the Offer or any other matter or
arrangement referred to in this announcement.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Offer or otherwise. The Offer will be made solely
by means of the Offer Document and the Form of Acceptance
accompanying the Offer Document, which contain the full terms and
Conditions of the Offer, including details of how the Offer may be
accepted. Any acceptance or other response to the proposals should
be made on the basis of the information in the Offer Document.
Overseas Shareholders
Unless otherwise determined by Redbird or required by the Code
(and permitted by applicable law and regulation), the Offer is not
being made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including,
without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facilities of a national, state or
other securities exchange of, any Restricted Jurisdiction (as
defined in the Offer Document) and the Offer is not capable of
acceptance by any such use, means, instrumentality or facilities,
or from within any Restricted Jurisdiction, subject to certain
exceptions.
Accordingly, unless otherwise determined by Redbird or required
by the Code (and permitted by applicable law and regulation),
copies of the Offer Document and the Form of Acceptance and any
other document related to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed,
transmitted or sent in or into or from any Restricted Jurisdiction
and persons receiving the Offer Document, the Form of Acceptance
and any other related document (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer. In particular, the Offer will
not be made, in or into or by the use of the mails of, or any means
or instrumentality (including, but not limited to, facsimile,
e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, the United States
or any area subject to its jurisdiction or any political division
thereof, nor is it being made into any other Restricted
Jurisdiction and will not be capable of acceptance by any such use,
means, instrumentality or otherwise from within the United States
or any other Restricted Jurisdiction. Accordingly, copies of the
Offer Document and the Form of Acceptance are not being, and must
not be, mailed or otherwise distributed or sent in, into or from
the United States or any other Restricted Jurisdiction. Persons
receiving the Offer Document (including, without limitation,
custodians, nominees and trustees) must not distribute, mail or
send it, or any other documentation relating to the Offer in, into
or from the United States or any other Restricted Jurisdiction, and
so doing may render any purported acceptance of the Offer
invalid.
The release, publication or distribution of the Offer Document
in jurisdictions other than in the United Kingdom may be restricted
by law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies involved in the
Offer disclaim any responsibility or liability for the violation of
such restrictions by any person. The Offer Document has been
prepared for the purposes of complying with English law and the
Code and the information disclosed may not be the same as that
which would have been disclosed if the Offer Document had been
prepared in accordance with the laws of any jurisdiction outside
the United Kingdom.
The ability of Shareholders who are not resident in and citizens
of the United Kingdom to accept the Offer may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
legal or regulatory requirements of their jurisdictions.
The Offer Document has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if the Offer Document had been prepared in accordance
with the laws and regulations of any jurisdiction outside England.
Any person (including, without limitation, any nominee, trustee or
custodian) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward the Offer Document
and/or any related document to any jurisdiction outside the United
Kingdom should read paragraph 12 of Part II and paragraph 7 of Part
B of Appendix 1 to the Offer Document before taking action.
Forward looking statements
The Offer Document (including information incorporated by
reference into the Offer Document), oral statements made regarding
the Offer, and other information published by Redbird and Baobab
and the Independent Directors contain statements that are or may be
deemed to be "forward-looking statements". These statements are
prospective in nature and are not based on historical facts, but
rather on the current expectations of the management of Redbird
and/or Baobab and/or the Independent Directors about future events
and are naturally subject to uncertainty and changes in
circumstances which could cause actual events to differ materially
from the future events expected or implied by the forward-looking
statements. The forward-looking statements contained herein include
statements about the expected effects of the Offer on Redbird
and/or Baobab, the expected timing and scope of the Offer,
synergies, other strategic options and all other statements in the
Offer Document other than historical facts. Forward looking
statements may (but will not always) include, without limitation,
statements typically containing words such as "targets", "plans",
"aims", "intends", "expects", "anticipates", "believes"
"estimates", "will", "may", "budget", "forecasts" and "should" and
words or terms of similar import. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.
These forward-looking statements are not guarantees of future
performance and have not been reviewed by the auditors of Redbird
or Baobab. There are a number of factors that could cause actual
results and developments to differ materially from those expressed
or implied by such forward-looking statements. These factors
include, but are not limited to, the satisfaction of the Conditions
to the Offer, as well as additional factors, such as changes in
economic conditions, changes in the level of capital investment,
success of business and operating initiatives and restructuring
objectives, customers' strategies and stability, changes in the
regulatory environment, fluctuations in interest and exchange
rates, the outcome of litigation, government actions and natural
phenomena such as floods, earthquakes and hurricanes. Other unknown
or unpredictable factors could cause actual results to differ
materially from those projected or implied in the forward-looking
statements.
Investors should not place undue reliance on any forward-looking
statements and none of Redbird, any member of the Redbird Group,
nor Baobab, any member of the Baobab Group, nor the Independent
Directors, nor any of their respective advisers, associates,
directors or officers undertakes any obligation to update publicly,
expressly disclaim or revise forward-looking statements, whether as
a result of new information, future events or otherwise, except to
the extent legally required, or provides any representation,
assurance or guarantee that the occurrence of events expressed or
implied in any forward looking statement in the Offer Document will
actually occur.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
not later than 3.30 pm (London time) on the tenth business day
following the commencement of the offer period and, if appropriate,
by not later than 3.30 pm (London time) on the tenth business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
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 one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange 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 not 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 securities exchange 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.
Documents in hard copy form
Any person entitled to receive a copy of documents,
announcements and information relating to the Offer is entitled to
receive such documents and all information incorporated into the
Offer Document by reference to another source in hard copy form.
Such person may request that all future documents, announcements
and information in relation to the Offer are sent to them in hard
copy form.
Copies of the Offer Document and all future documents,
announcements and information required to be sent to persons in
relation to the Offer may be requested from Share Registrars
Limited by way of written request to Share Registrars Limited,
Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9
7LL or by calling Share Registrars Limited on 01252 821 390 from
within the UK or on +44 1252 821 390 if calling from outside the
UK. Calls to the 01252 821390 number will be charged at your
network provider's standard rate. Lines are open 9.00 am to 5.30 pm
(London time) Monday to Friday. Calls to the helpline from outside
the UK will be charged at the applicable international rate. Calls
may be recorded and randomly monitored for security and training
purposes. The helpline cannot provide advice on the merits of the
Offer nor give any financial, legal or tax advice.
Publication on websites
A copy of the Offer Document will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Baobab's website at
www.baobabresources.com from 27 March 2015 until the end of the
Offer. For the avoidance of doubt, the contents of this website are
not incorporated and do not form part of the Offer Document.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCEAADKAEPSEAF
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