TIDMBAO
RNS Number : 0854M
Baobab Resources PLC
01 May 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
1 May 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
Offer Closed and Level of Acceptances
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 had 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").
The full terms and conditions of the Offer and the procedures
for acceptance thereof were set out in the offer document issued by
Redbird on 27 March 2015 (the "Offer Document").
The Offer was declared unconditional in all respects on 20 April
2015 after satisfying the Minimum Acceptance Condition.
Subsequently, and as announced on 20 April 2015, Baobab applied in
accordance with Rule 41 of the AIM Rules for Companies to cancel
the admission of the Company's Shares to trading on AIM.
Cancellation will be effective from 7.00 a.m. on 20 May 2015, and
the last day of dealings in the Shares is expected to be 19 May
2015.
Redbird is pleased to announce that the Offer has now closed and
is no longer capable of acceptance.
Level of Acceptances
As at 1pm on 1 May 2015, Redbird had received valid acceptances
of the Offer in respect of 166,345,621 Shares (representing
approximately 47.57 per cent. of the issued share capital of
Baobab). In addition, as at 27 March 2015, Redbird owned
140,041,802 Shares, which represents 40.05 per cent. of the issued
share capital of Baobab. Accordingly, as at 1pm on 1 May 2015,
Redbird either owned or had received valid acceptances of the Offer
in respect of 306,387,423 Shares, representing approximately 87.62
per cent. of the issued share capital of Baobab.
The percentages of Shares referred to in this announcement are
based upon a figure of 349,671,759 Shares in issue on the date of
this announcement.
Settlement
For those acceptances received after 17 April 2015 and up until
1pm on 1 May 2015, settlement will be effected within 14 calendar
days of the date of receipt of the relevant acceptance.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on the Baobab website at
www.baobabresources.com no later than 12 noon on 5 May 2015. For
the avoidance of doubt, the content of such website is not
incorporated into, and does not form part of, this
announcement.
Unless otherwise stated, defined terms used in this announcement
have the meaning ascribed to them in the Offer Document.
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
GMP Securities Europe Tel: +44 20 7647 2800
LLP (financial adviser
to Redbird)
Richard Greenfield
Andrew Young
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 is being 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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