NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
FOR
IMMEDIATE RELEASE
21 February 2024
RECOMMENDED CASH
ACQUISITION
of
SHANTA GOLD LIMITED
by
SATURN RESOURCES LTD
(a newly formed company
wholly-owned by ETC Holdings (Mauritius) Limited)
to be effected by means of a
scheme of arrangement under Part VIII of the Companies
(Guernsey) Law, 2008, as amended
(the
"Acquisition")
TWO LEADING INDEPENDENT PROXY
ADVISORY FIRMS RECOMMEND THAT SHANTA SHAREHOLDERS VOTE IN FAVOUR OF
THE RECOMMENDED CASH ACQUISITION
Saturn Resources Ltd ("Bidco"), a wholly-owned subsidiary of
ETC Holdings (Mauritius) Limited, and Shanta Gold Limited
("Shanta") announced on 20
December 2023 that they had reached an agreement on the terms of a
recommended cash acquisition by Bidco of the entire issued and to
be issued share capital of Shanta not already owned by any member
of the Bidco Group.
Under the terms of the Acquisition,
Scheme Shareholders (other than any member of the Bidco Group) will
be entitled to receive 13.5 pence per Scheme Share, valuing the
entire issued share capital of Shanta at approximately £141.95
million.
In addition, each Shanta Shareholder
holding Shanta Shares at the relevant record date will be entitled
to receive and retain an interim dividend of up to 0.15 pence per
share intended to be declared by the Shanta Board and paid prior to
the Effective Date.
The Acquisition is to be implemented
by means of a scheme of arrangement under Part VIII of the
Companies (Guernsey) Law, 2008 (the "Scheme"), which requires, among other
matters, the approval of the Scheme by Voting Scheme Shareholders
at the Court Meeting and that Shanta Shareholders vote in favour of
the Resolution to be proposed at the General Meeting.
Leading independent proxy advisory firms'
recommendations
Bidco notes that Institutional Shareholder Services ("ISS")
and Glass Lewis have both issued supportive FOR recommendations,
advising their institutional shareholder subscribers to vote IN
FAVOUR of the resolutions necessary to approve the Scheme at the
Court Meeting and General Meeting.
ISS and Glass Lewis are leading
independent, third-party proxy advisory firms which provide proxy
voting recommendations to pension funds, investment managers,
mutual funds, and other institutional shareholders.
Badal Patel, CFO of Bidco, commented:
"Bidco believes that the recommendations from ISS and Glass
Lewis to vote in favour of the Acquisition are a further
endorsement of the opportunity the Acquisition represents for
Shanta Shareholders.
These recommendations are in addition to the support of the
Acquisition received by Bidco from Shanta's two largest
shareholders, via an irrevocable undertaking and a letter of
intent, and from those Independent Shanta Directors who are
shareholders, representing, in aggregate, over 18% of Shanta Shares
in issue."
Capitalised terms have the same meanings as
those in the Scheme Document posted to Shanta Shareholders on 25
January 2024.
Enquiries:
Bidco and ETC
Holdings
|
|
Badal Patel, CFO,
Bidco
|
+44 (0)20 3207
7800
|
|
|
Berenberg (Financial Adviser
to Bidco and ETC Holdings)
|
|
Matthew Armitt,
Miles Cox, Jennifer Lee, James Thompson
|
+44 (0)20 3207
7800
|
|
|
IMPORTANT NOTICES
Joh. Berenberg, Gossler & Co. KG
("Berenberg"), which is
authorised and regulated by the German Federal Financial
Supervisory Authority ("BaFin") and is authorised and regulated
in the United Kingdom by the FCA, is acting as financial adviser
exclusively for Bidco and ETC Holdings and no one else in
connection with the matters set out in this announcement and will
not be responsible to anyone other than Bidco and ETC Holdings for
providing the protections afforded to clients of Berenberg for
providing advice in connection with any matter referred to herein.
Neither Berenberg nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Berenberg in connection with this
announcement, any statement contained herein, the Acquisition or
otherwise.
OVERSEAS JURISDICTONS
This announcement has been prepared
in accordance with, and for the purposes of complying with,
Guernsey law, the Takeover Code, the Market Abuse Regulation and
the AIM Rules, and information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom and Guernsey.
The release, publication or
distribution of this announcement in or into, and the availability
of the Acquisition to persons who are residents, citizens or
nationals of, jurisdictions other than the United Kingdom or
Guernsey may be restricted by law and therefore any persons into
whose possession this announcement comes who are subject to the
laws and/or regulations of any jurisdiction other than the United
Kingdom or Guernsey should inform themselves about, and observe any
applicable laws and/or regulations in their jurisdiction. In
particular, the ability of persons who are not resident in the
United Kingdom or Guernsey to vote their Voting Scheme Shares with
respect to the Scheme at the Court Meeting or their Shanta Shares
in connection with the Resolution at the General Meeting, or to
execute and deliver Forms of Proxy (or other proxy instructions)
appointing another to vote at the Meetings on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. 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 and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Bidco
or required by the Takeover Code, and permitted by applicable law
and regulation, the Acquisition will not be made available, in
whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would constitute a violation
of the relevant laws or regulations of such jurisdiction and no
person may vote in favour of the Acquisition by any such use,
means, instrumentality or from within a Restricted Jurisdiction or
any other jurisdiction if to do so would constitute a violation of
the laws of that jurisdiction. Copies of this announcement and any
formal documentation relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction
and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward,
distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Acquisition. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails 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 any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
The Acquisition is subject to
Guernsey law and the jurisdiction of the Court, and the applicable
requirements of the Takeover Code, the Panel, the FCA, the London
Stock Exchange (including pursuant to the AIM Rules).
Notice to U.S. investors in
Shanta
The Acquisition relates to the
shares of a company registered in Guernsey with a quotation on AIM
and is proposed to be made by means of a scheme of arrangement
provided for under Part VIII of the Companies Law. A transaction
effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the U.S.
Securities Exchange Act of 1934, as amended and the rules
regulations promulgated thereunder (the "U.S. Exchange Act"). Accordingly, the
Acquisition will be subject to the disclosure requirements and
practices applicable in Guernsey to schemes of arrangement which
differ from the disclosure requirements of United States tender
offers and proxy solicitation rules.
This announcement does not
constitute or form a part of any offer to sell or issue, or any
solicitation of any offer to purchase, subscribe for or otherwise
acquire, any securities in the United States. Neither the U.S.
Securities and Exchange Commission, nor any securities commission
of any state of the United States, has approved or disapproved any
offer, or passed comment upon the adequacy or completeness of any
of the information contained in this announcement. Any
representation to the contrary may be a criminal
offence.
If, in the future, Bidco exercises
the right, with the consent of the Panel (where necessary), and in
accordance with the terms of the Co-Operation Agreement between
Bidco and Shanta dated 20 December 2023, to implement the
Acquisition by way of a Takeover Offer and determines to extend the
offer into the United States, the Acquisition will be made in
compliance with applicable United States laws and regulations,
including Section 14(e) of the U.S. Exchange Act and Regulation 14E
thereunder.
Financial information included in
this announcement, if any, has been or will be prepared in
accordance with accounting standards applicable in the United
Kingdom and Guernsey that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The receipt of cash pursuant to the
Acquisition by a US holder of Shanta Shares as consideration for
the transfer of its Scheme Shares pursuant to the Scheme may be a
taxable transaction for US federal income tax purposes and under
applicable US state and local, as well as foreign and other, tax
laws. Each US holder of Shanta Shares is therefore urged to consult
with independent legal, tax and financial advisers in connection
with making a decision regarding the Acquisition.
It may be difficult for US holders
of Shanta Shares to enforce their rights and any claim arising out
of the US federal laws in connection with the Acquisition, since
Bidco and Shanta are located in, and organised under the laws of, a
non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of
Shanta Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to the
jurisdiction or judgment of a US court.
In accordance with normal UK
practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act (to
the extent applicable), Bidco, certain affiliated companies and
their nominees or brokers (acting as agents), may from time to time
make certain purchases of, or arrangements to purchase, Shanta
Shares outside of the US, other than pursuant to the Acquisition,
until the date on which the Acquisition and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made, they would be made
outside of the United States and would be in accordance with
applicable law, including the U.S. Exchange Act and the Takeover
Code. These purchases may occur either in the open market at
prevailing prices or in private transactions at negotiated prices.
Any information about such purchases will be disclosed as required
in the UK, will be reported to the regulatory news service of the
London Stock Exchange and will be available on the London Stock
Exchange website at www.londonstockexchange.com
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This announcement (including
information incorporated by reference into this announcement),
statements made regarding the Acquisition, and other information
published by Bidco and/or Shanta, contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and not based on historical
facts, but rather on current expectations and projections of the
management of Bidco and/or Shanta about future events, and are
therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results
expressed or implied by the forward-looking statements.
The forward-looking statements
contained in this announcement include statements with respect to
the financial condition, results of operations and business of
Shanta and certain plans and objectives of Bidco with respect
thereto and other statements other than historical facts. Often,
but not always, forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts
and may use words such as "anticipate", "target", "expect",
"estimate", "forecast", "intend", "plan", "budget", "scheduled"
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by
Shanta and/or Bidco in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve known and unknown risk
and uncertainty and other factors which may cause actual results,
performance or developments to differ materially from those
expressed in or implied by such, because they relate to events and
depend on circumstances that will occur in the future. Although
Bidco and/or Shanta believe that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be
given that such expectations will prove to have been correct and
you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Neither Bidco nor Shanta assumes any obligation to update or
correct the information contained in this announcement (whether as
a result of new information, future events or otherwise), except as
required by applicable law.
There are a number of factors which
could cause actual results and developments to differ materially
from those expressed or implied in the forward-looking statements
including, but not limited to: the enactment of legislation or
regulation in the countries in which Bidco and Shanta operate that
may impose costs or restrict activities; the re-negotiation of
contracts or licences; the ability to obtain requisite regulatory
approvals and the satisfaction of other Conditions on the proposed
terms; changes in the local and global, political, economic,
business and competitive environments and in market and regulatory
forces, fluctuations in the spot and forward price of gold or
certain other commodities (such as silver, diesel fuel, and
electricity); the speculative nature of mineral exploitation and
development; fluctuations in demand and pricing in the mineral
exploration and mining industry; risks and hazards associated with
the business of mineral exploration development and mining such as
environmental hazards, industrial accidents, and gold bullion or
gold losses (and the risk of inadequate insurance, or inability to
obtain insurance, to cover these risks); fluctuations in the
currency markets; changes in exchange controls; changes in
government policy and taxation; industrial disputes; war and
terrorism. Other unknown or unpredictable factors could cause
actual results to differ materially from those expected, estimated
or projected in the forward-looking statements. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions proves incorrect, actual results and
developments may differ materially from those expected, estimated
or projected. Such forward-looking statements should therefore be
construed in the light of such factors. Neither Bidco nor Shanta, nor
any of their respective associates or directors, officers or
advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this announcement will actually
occur. Given the risks and uncertainties, you are cautioned not to
place any reliance on these forward-looking statements.
Other than in accordance with their
legal or regulatory obligations, neither Bidco nor Shanta is under
any obligation, and Bidco and Shanta expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
IMPORTANT INFORMATION
This announcement does not constitute an offer or
an invitation to purchase or subscribe for any securities or a
solicitation of an offer to buy any securities or a solicitation of
any vote or approval pursuant to this announcement or otherwise in
any jurisdiction in which such offer, invitation or solicitation is
unlawful.
This announcement and the
accompanying documents have been prepared in connection with
proposals in relation to a scheme of arrangement which will be
subject to the applicable requirements of the Companies Law, the
Court, and with the other applicable requirements of Guernsey law,
the Takeover Code, the Panel, the London Stock Exchange and the FCA
and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions
outside the United Kingdom and Guernsey. Nothing in this
announcement or accompanying documents, if any, should be relied on
for any other purpose.
The distribution of this
announcement in jurisdictions outside the United Kingdom and
Guernsey may be restricted by the laws of those jurisdictions and
therefore any persons into whose possession this announcement comes
should inform themselves about and observe such restrictions. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction. All
Shanta Shareholders or other persons (including nominees, trustees
and custodians) who would otherwise intend to, or may have a
contractual or legal obligation to, forward this announcement to a
jurisdiction outside the United Kingdom and Guernsey should refrain
from doing so and seek appropriate professional advice before
taking any action.
No person has been authorised to
give any information or make any representations other than those
contained in this announcement and other Acquisition documents and,
if given or made, such information or representations must not be
relied upon as having been authorised by Bidco, the Bidco
Directors, ETC Holdings, the ETC Holdings Directors, or Berenberg
or any person involved in the Acquisition.
This announcement does not
constitute a prospectus or prospectus exempted document.
DISCLOSURE REQUIREMENTS UNDER THE
TAKEOVER CODE
Under Rule 8.3(a) of the Takeover
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 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
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 Takeover
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(s), 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 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 of the Takeover Code).
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. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
PUBLICATION ON WEBSITE AND
AVAILABILITY OF THIS ANNOUNCEMENT
In accordance with Rule 26 of the
Takeover Code, a copy of this announcement will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on ETC Holdings' website at
https://etcholdings.net/
by no later than 12.00 noon on the Business Day
following the date of publication of this announcement. For the
avoidance of doubt, the content of the website is not incorporated
into and does not form part of this announcement.