TIDMHMB
RNS Number : 1863Q
Hambledon Mining PLC
02 November 2012
Hambledon Mining plc notes the RNS Reach announcement with
number 1860Q made by African Resources Limited at 7.00am this
morning, 2 November 2012. The full text of that announcement is
reproduced below:
Not for release, publication or distribution in whole or in
part, in, into or from the United States, Canada, Australia, Japan
or any other jurisdiction where to do the same would constitute a
violation of the relevant laws of such jurisdiction
For immediate release 2 November 2012
Recommended Cash Only Partial Offer
By
African Resources Limited ("African Resources")
for up to 60 per cent.
of
Hambledon Mining PLC ("Hambledon")
(when aggregated with the Hambledon Shares already held by
African Resources and by persons acting in concert with African
Resources)
Summary
-- The Independent Directors and African Resources are pleased
to announce that they have reached agreement on the terms of a
unanimously recommended cash only partial offer by African
Resources for up to 60 per cent. (or such lesser percentage being
no less than 50.1 per cent.) of the issued and to be issued share
capital of Hambledon (when aggregated with the Hambledon Shares
already held by African Resources and by persons acting in concert
with African Resources) (the "Partial Offer"). African Resources is
a company incorporated specifically for making the Partial
Offer.
-- The shareholders in African Resources, including the members
of the Assaubayev family, are long-term investors in natural
resources, metals and mining, and have a track record of effective
investment and support of enterprises, both in Central Asia as well
as in other emerging markets. African Resources believes that
Hambledon's Sekisovskoye mines and the Akmola assets (which will be
owned by Hambledon if the acquisition of Akmola Gold LLP is
completed) present attractive growth and value opportunities.
-- In addition, African Resources and Tim Daffern, Chief
Executive of Hambledon have been discussing certain gold properties
in Mauritania that might prove beneficial to Hambledon. Tim Daffern
has notified the Hambledon Board of these discussions. Any
transactions in Mauritania are subject to Hambledon Board
consideration.
-- African Resources' intention is to utilise its local
knowledge and access in the jurisdictions in which Hambledon
operates to support Hambledon's further growth, both in respect of
existing operations and new opportunities. African Resources also
believes that the natural resources experience and access to
significant financial resources that its shareholders have make it
a well-placed partner to support Hambledon's development and growth
ambitions by the provision of both operational and financial
support.
-- Under the terms of the Partial Offer, Hambledon Shareholders
who accept in respect of their Hambledon Shares will have the
potential to sell a portion of their Hambledon Shares at 2 pence
each in cash for each Hambledon Share (although acceptances in
respect of more than the Relevant Percentage of a Hambledon
Shareholder's Hambledon Shares may be subject to scaling down as
set out in paragraph 3 of this announcement).
-- The Partial Offer will value the entire existing issued share
capital of Hambledon (based on an existing issued share capital of
979,721,513 Hambledon Shares) at approximately GBP19.6 million and
represents a premium of approximately 66 per cent. to the Closing
Price per Hambledon Share of 1.2 pence on 1 November 2012 (being
the last Business Day before the publication of this
announcement).
-- The Partial Offer will be conditional upon:
o valid votes cast "FOR" the Partial Offer by Independent
Hambledon Shareholders exceeding 50 per cent. of the total valid
votes cast "FOR" or "AGAINST" the Partial Offer by Independent
Hambledon Shareholders;
o valid acceptances being received (and not, where permitted,
withdrawn) in respect of Hambledon Shares that constitute not more
than 60 per cent. (or such lesser percentage being no less than
50.1 per cent.) of the voting rights in Hambledon (when aggregated
with the Hambledon Shares already held by African Resources and by
persons acting in concert with African Resources); and
o certain further terms and conditions, including those set out
in Appendix 1 of this announcement.
-- Hambledon has received irrevocable undertakings to accept
and/or vote "FOR" the Partial Offer from certain Hambledon
Directors. A summary of the irrevocable undertakings received is
set out in Appendix 3 to this announcement.
-- The Independent Directors, who have been so advised by SP
Angel, have agreed to recommend unanimously that Hambledon
Shareholders:
o vote "FOR" the Partial Offer in respect of their entire holding of Hambledon Shares; and
o accept the Partial Offer.
In providing advice to the Independent Directors, SP Angel has
taken into account the commercial assessments of the Independent
Directors.
-- Hambledon Shareholders should note that the Partial Offer is
not governed by the City Code on Takeovers and Mergers and
accordingly no Rule 8 disclosure wording is included in this
announcement. African Resources and Hambledon have undertaken (for
so long as the Independent Directors recommend the Partial Offer)
to comply generally with the City Code in the conduct and execution
of the Partial Offer as though Hambledon were subject to the City
Code. For commercial reasons the terms of the Partial Offer will
depart from some of the detailed rules of the City Code. A summary
of the material departures from the rules of the City Code (as well
as a summary of what would have been required had those rules
applied to the Partial Offer) will be set out in Appendix IV to the
Partial Offer Document.
-- This summary should be read in conjunction with, and is
subject to, Appendix 1 to this announcement, which contains certain
terms upon which the Partial Offer will be made. The full terms
will be set out in the Partial Offer Documentation.
-- Appendix 2 to this announcement contains further details of
the sources of information and bases of calculations set out in
this announcement and Appendix 4 to this announcement contains
definitions of certain expressions used in this summary and
announcement.
Commenting on the Partial Offer, George Eccles, Chairman of
Hambledon said:
"The Independent Directors are pleased to have reached this
agreement with African Resources on the Partial Offer, which
represents a significant uplift for Hambledon Shareholders who wish
to realise part of their shareholding whilst at the same time
maintaining an investment in Hambledon alongside African Resources,
who we believe is well-placed to support Hambledon's development
and growth ambitions. With African Resources' shareholders'
resources and expertise in the region and the industry, we believe
that the benefit from the assets which Hambledon owns can be
optimised."
Commenting on the Partial Offer, African Resources' spokesperson
said:
"The acquisition of up to 60 per cent. of the issued share
capital of Hambledon is a great opportunity for African Resources.
The shareholders of African Resources are long-term investors in
natural resources, metals and mining and have a track record of
effective investment and support of enterprises both in Central
Asia as well as other emerging markets. We intend to utilise our
local knowledge and access in the jurisdictions in which Hambledon
operates, as well as the experience and access to significant
financial resources that we have, to support Hambledon's future
growth and are confident that our investment in Hambledon will
create value for Hambledon Shareholders."
Enquiries:
African Resources
Ashar Qureshi Tel: 07979 856333
Hambledon Mining plc
Charles Zorab, Investor Relations Manager Tel: 020 7233 1462
SP Angel Corporate Finance LLP (financial adviser, nominated
adviser and broker to Hambledon)
Ewan Leggat/Katy Birkin Tel: 020 3463 2260
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 Partial Offer or otherwise. The Partial Offer will
be made solely by means of the Partial Offer Document and the BLUE
Form of Acceptance and PINK Voting Form accompanying the Partial
Offer Document, which will contain the full terms and Conditions of
the Partial Offer, including details of how it may be accepted and
how Hambledon Shareholders may cast their votes "FOR" or "AGAINST"
it.
SP Angel, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Hambledon and for no--one else in connection with the Partial
Offer and will not be responsible to anyone other than Hambledon
for providing the protections afforded to clients of SP Angel nor
for providing advice in relation to the Partial Offer.
Overseas Shareholders
The Partial Offer is not being made and will not be made,
directly or indirectly, in, into or by use of the mails of, or by
any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone, email and other forms of
electronic transmission) of interstate or foreign commerce of, or
any facility of a national securities exchange of the United
States, Canada, Australia, Japan or any other Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Partial Offer will not be capable of
acceptance from within a Restricted Jurisdiction, nor will votes be
capable of being validly cast "FOR" or "AGAINST" the Partial Offer
from within a Restricted Jurisdiction. Accordingly, copies of this
announcement, the Partial Offer Document, the BLUE Form of
Acceptance, the PINK Voting Form and any other Partial Offer
Documentation are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement, the Partial Offer Document, the BLUE Form of
Acceptance, the PINK Voting Form and any other Partial Offer
Documentation (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 Partial Offer. Any purported acceptance of the Partial Offer
resulting directly or indirectly from a violation of these
restrictions will be invalid and acceptances of the Partial Offer
made by a person in a Restricted Jurisdiction or any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within a Restricted
Jurisdiction will be disregarded.
The availability of the Partial Offer to Hambledon Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident. Such
persons should read paragraph 9 of Part B of Appendix I to the
Partial Offer Document (when published) and inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions.
This communication is not an extension of the Partial Offer into
the United States.
Forward-looking statements
In this announcement, oral statements made regarding the Partial
Offer and other information published by African Resources or
Hambledon, the Partial Offer Document and the documents
incorporated by reference into it contain statements about African
Resources and Hambledon that are or may be forward looking
statements. All statements other than statements of historical
facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "projects", "in its opinion", "could" or words or
terms of similar substance, the negative thereof or comparable
terminology are forward looking statements. Forward looking
statements include statements relating to the following: (i) the
expected effects of the Partial Offer on African Resources or
Hambledon; (ii) the expected timing and scope of the Partial Offer;
(iii) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects of African Resources
or Hambledon; (iv) business and management strategies and the
expansion and growth of Hambledon's operations; and (v) the effects
of government regulation on Hambledon's business. They have not
been reviewed by the auditors of African Resources or
Hambledon.
Such forward looking statements by their nature involve risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected,
indicated, expressed or implied in any forward looking statements.
Due to such uncertainties and risks, readers are cautioned not to
place undue reliance on the looking statements herein, which speak
only as of the date hereof. African Resources and Hambledon
disclaim any obligation to update any forward looking or other
statements contained herein, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
All subsequent written and oral forward looking statements
attributable to African Resources or Hambledon or persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statements above.
Publication on website
A copy of this announcement and the irrevocable undertakings
referred to in Appendix 3 to this announcement will be available
free of charge on Hambledon's website at www.hambledon-mining.com
by no later than 12 noon (London time) on 5 November 2012 and
during the course of the Partial Offer, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions.
Not for release, publication or distribution in or into the
United States, Canada, Australia, Japan or any other jurisdiction
where to do the same would constitute a violation of the relevant
laws of such jurisdiction
African Resources Limited ("African Resources")
Recommended Cash Only Partial Offer for Hambledon Mining PLC
("Hambledon") by African Resources
1. Introduction
The Independent Directors and African Resources announce that
they have reached agreement on the terms of a unanimously
recommended cash only partial offer by African Resources for up to
60 per cent. (or such lesser percentage being no less than 50.1 per
cent.) of the issued and to be issued share capital of Hambledon
(when aggregated with the Hambledon Shares already held by African
Resources and by persons acting in concert with African Resources).
African Resources is a company incorporated specifically for making
the Partial Offer.
2. Responsibility for considering the Partial Offer
In view of his continuing involvement in the business as an
executive director of Hambledon, Tim Daffern has not taken part in
the Independent Directors' decision to recommend unanimously that
Hambledon Shareholders accept and vote "FOR" the Partial Offer in
respect of the Hambledon Shares held by them. All matters relating
to the Partial Offer have been considered by the Independent
Directors, comprising George Eccles (Non-Executive Chairman),
Baurzhan Yerkeyev (Executive Director), Nicholas Bridgen
(Non-Executive Director) and Sabine Anderson (Non-Executive
Director), who have been advised by SP Angel.
3. Summary terms of the Partial Offer
Under the terms of the Partial Offer, which will be subject to
the Conditions and further terms to be set out in Appendix I and
Appendix II to the Partial Offer Document, the PINK Voting Form
and, in the case of Certificated Shares, the BLUE Form of
Acceptance, Hambledon Shareholders will receive:
for each Hambledon Share 2 pence in cash
The Partial Offer values the entire existing issued share
capital of Hambledon (based on an existing issued share capital of
979,721,513 Hambledon Shares) at approximately GBP19.6 million and
represents a premium of approximately 66 per cent. to the Closing
Price per Hambledon Share of 1.2 pence on 1 November 2012 (being
the last Business Day before the publication of this
announcement).
The Partial Offer will be conditional, among other things, upon
both satisfaction of (i) the Voting Condition (requiring that valid
votes cast "FOR" the Partial Offer by Independent Hambledon
Shareholders exceed 50 per cent. of the total valid votes cast
either "FOR" or "AGAINST" the Partial Offer by Independent
Hambledon Shareholders in accordance with the PINK Voting Form) and
(ii) the satisfaction of the Acceptance Condition.
The Partial Offer will be for up to 60 per cent. of the existing
issued and to be issued share capital of Hambledon (when aggregated
with the Hambledon Shares already held by African Resources and by
persons acting in concert with African Resources). As at 1 November
2012, being the last practicable date prior to the publication of
this announcement, African Resources and persons acting in concert
with African Resources held 88,448,936 Hambledon Shares
representing approximately 9.02 per cent. of the existing issued
share capital of Hambledon.
Hambledon Shareholders will be able to accept the Partial Offer
in respect of some or all of their Hambledon Shares. Subject to the
Partial Offer becoming or being declared unconditional in all
respects, acceptances which are validly tendered in acceptance of
the Partial Offer will be met in full to the extent that they are
for no more than the Relevant Percentage. Acceptances of Hambledon
Shares in excess of the Relevant Percentage will be met to the
extent that other Hambledon Shareholders do not accept the Partial
Offer or accept in respect of less than their Relevant Percentage.
To the extent that Hambledon Shareholders accept the Partial Offer
in excess of the Relevant Percentage, then all acceptances of the
Partial Offer from Hambledon Shareholders accepting in an amount
equal to, or less than, the Relevant Percentage shall be accepted
in full and all acceptances of the Partial Offer from Hambledon
Shareholders accepting in excess of their Relevant Percentage shall
be scaled down pro-rata. Further detail as to what the Relevant
Percentage is, and the procedure for scaling down acceptances where
Hambledon Shareholders accept the Partial Offer in respect of more
than their Relevant Percentage, will be set out in the Partial
Offer Document.
The Partial Offer cannot proceed unless it is approved by the
requisite percentage of Independent Hambledon Shareholders. This
shall require that valid votes cast "FOR" the Partial Offer by
Independent Hambledon Shareholders exceed 50 per cent. of the total
valid votes cast either "FOR" or "AGAINST" the Partial Offer by
Independent Hambledon Shareholders in accordance with the PINK
Voting Form. Independent Hambledon Shareholders may vote "FOR" or
"AGAINST" the Partial Offer in respect of some or all of their
Hambledon Shares, however the Independent Directors unanimously
recommend that Independent Hambledon Shareholders vote "FOR" the
Partial Offer in respect of all of their Hambledon Shares. Further
details on the process for voting in respect of the Partial Offer
will be set out in the Partial Offer Document.
4. Hambledon Director commitments in respect of the Partial Offer
Undertaking to accept the Partial Offer
African Resources has received an irrevocable undertaking to
procure the acceptance of the Partial Offer from Hambledon's
Chairman, George Eccles (being the only Independent Director who
holds Hambledon Shares), in respect of 24,250 Hambledon Shares,
representing approximately 12.5 per cent. of the Hambledon Shares
in which he has an interest and approximately 0.002 per cent. of
the existing issued share capital of Hambledon. Mr. Eccles has not
undertaken to African Resources to procure voting in respect of his
entire shareholding nor acceptance of the Partial Offer in respect
of the remainder of his interests in Hambledon Shares as they are
held indirectly and managed on a discretionary basis, as a result
of which he has no ability to influence the voting or
investment-making decisions.
Undertaking to vote "FOR" the Partial Offer
African Resources has received an irrevocable undertaking to
vote "FOR" the Partial Offer from Tim Daffern, Hambledon's Chief
Executive Officer, in respect of 250,000 Hambledon Shares,
representing 100 per cent. of the Hambledon Shares held by him and
approximately 0.028 per cent. of the existing Hambledon Shares held
by Independent Hambledon Shareholders. In order that his interests
are aligned with Hambledon Shareholders going forward (and given
that his 4,000,000 options at an average exercise price of 4.94
pence per Hambledon Share are currently significantly
out-of-the-money), Tim Daffern has agreed with African Resources
that he will not accept the Partial Offer in respect of any of his
Hambledon Shares.
The irrevocable undertakings given by the above Directors who
hold Hambledon Shares will remain binding in the event of a higher
competing offer being made, subject to their fiduciary duties as
Directors and their obligations and duties under general law.
Further details of these irrevocable undertakings are set out in
Appendix 3 to this announcement.
5. Retention of UK stock exchange listing
African Resources is committed to Hambledon remaining an
independent, publicly traded company for the foreseeable future and
the attention of Hambledon Shareholders is drawn to paragraph 16 of
the letter from African Resources that will be set out in Part II
of the Partial Offer Document, which will set out African
Resources' intention as regards the retention of Hambledon's UK
stock exchange listing.
6. Background to and reasons for unanimously recommending the Partial Offer
a) History and development
Hambledon was incorporated in February 2004 and is the holding
company of the Hambledon Group, the principal activity of which is
the development of gold mining interests in Kazakhstan. The
Hambledon Group's principal asset is the exclusive right to explore
and extract gold and silver ore from the Sekisovskoye deposit in
the Glubokovsky region of East Kazakhstan under the terms of a
licence expiring on 18 July 2020.
Hambledon was admitted to AIM in June 2004. Mining, initially
mostly of waste, commenced from the open pit in June 2006 in order
to provide rock for construction of the tailings dams. Processing
started in December 2007.
Mining has been carried out from two open pits, but Hambledon's
intention has always been to develop an underground mine as third
party reports show that the gold deposit extends beyond the
designed open pit bottom. In Q2 2010, Hambledon started developing
the underground infrastructure to enable test mining to commence.
Underground infrastructure of approximately 4,000 metres was
developed to a depth of approximately 180 metres from the surface.
By mid-October 2012, mining production amounted to approximately
48,000 tonnes, 35,000 tonnes of which have now been processed. It
is expected that remaining tonnage will be processed by the end of
November 2012. Upon completion of the test-mining programme,
Hambledon will carry out further technical studies.
As part of its overall strategy, Hambledon has been looking for
new gold mining opportunities within Kazakhstan. To this end,
on-going discussion is taking place with both regulatory
authorities over new licences to be granted and owners of potential
acquisition targets. In October 2011 Hambledon signed agreements to
acquire Akmola Gold LLP ("Akmola Gold"), a company which has
permission to exploit two gold deposits in northern Central
Kazakhstan. The acquisition is subject to the satisfaction of
certain conditions. At the date of this announcement, Hambledon was
awaiting the issue of a waiver by the relevant Kazakh authorities
of the State's pre-emptive right to acquire the assets. Subject to
the grant of this waiver, the acquisition can be completed.
The Independent Directors understand that discussions have taken
place between African Resources and Tim Daffern, Chief Executive of
Hambledon (who it is anticipated will remain on the Hambledon Board
following the Partial Offer becoming or being declared
unconditional in all respects) about the possibility of leveraging
the gold expertise and stewardship of certain members of the
Assaubayev family, particularly in connection with certain gold
properties in Mauritania, in a manner that might prove beneficial
to Hambledon. Tim Daffern has notified the Hambledon Board of these
discussions. Any transactions in Mauritania are subject to
Hambledon Board consideration.
b) Background to Partial Offer
The Independent Directors have considered how the Hambledon
Group could most effectively fulfil the potential of its projects
and, in reaching their decision unanimously to recommend to
Hambledon Shareholders to accept and vote "FOR" the Partial Offer,
have taken into account the following background.
(i) Mining and processing operations
Over the years, Hambledon has made significant investment in
refurbishing the mineral process plant, removing waste from the
open pit mine, commencing the development of the underground mine
to enable test mining and, where necessary, acquiring additional
mining equipment and machinery for these purposes. These steps have
resulted in a modest improvement in gold recovery, better operation
of the open pit, and an enhanced maintenance regime for the mining
fleet.
In order to maintain tonnage throughput, metallurgical recovery
and gold production levels, the Hambledon Directors believe that
significant expenditure will be required to effect further upgrades
in the process plant as the ore in the open pit mine becomes harder
with depth. In particular, Hambledon's current capital expenditure
plans include replacing one of the cone-crushers to achieve a finer
crush and to make further changes to the milling circuit.
(ii) Underground development
Hambledon has recently started work on test bulk mining and the
results so far of this mining programme indicate that bulk mining
is most likely to be practicable and estimated geological grades
are close to actual grades mined. However, further development of
the underground mine requires the construction of substantial
infrastructure.
The geology of the Sekisovskoye deposit is complex. Hambledon
has been carrying out a 25,000 metre diamond drilling programme
designed to increase Hambledon's geological knowledge so that
technical plans for underground mining can be further developed. To
date, approximately 17,500 metres have been drilled.
The Hambledon Board considers that the regulatory process for
developing an underground mine in Kazakhstan is becoming
increasingly bureaucratic. Recent changes now require additional
technical studies to be prepared by an applicant and the submission
of more detailed plans. These submissions relating to the
Sekisovskoye deposit will be based on the final results of the bulk
mining test programme, which are expected in the second quarter of
2013.
Following a recent strategic review by the Hambledon Board,
Hambledon decided that instead of continuing the mining of the ore
zones concurrently with progressing the next stage of technical
study, underground production should be suspended following the
extraction of currently accessible zones in order to conserve its
cash resources. The diamond drill programme is currently planned to
continue so as to facilitate further planning and design.
Once the development of the underground mine resumes, the
construction of all associated infrastructure and the purchase of
mining equipment will require substantial capital expenditure.
(iii) Production
As announced in the Q3 production update via a RIS on 11 October
2012, the quarterly production statistics for the last quarter were
as follows:
Milled Gold grade Contained Contained Gold Recovered Recovered
tonnes (g/t) gold (gms) gold (oz) recovery (%) gold (oz) silver (oz)
(dry)
------------ ------------- ------------ ------------ ------------- ------------- ------------
July 49,992 1.41 70,488 2,266 80.0 1,812 2.082
August 61,054 1.16 70,822 2,276 81.5 1,854 2,768
September 56,196 1.51 84,855 2,728 81.0 2,209 2,619
------------ ------------- ------------ ------------ ------------- ------------- ------------
Totals/Averages 167,242 1.35 226,165 7,270 80.80 5,875 7,469
============ ============= ============ ============ ============= ============= ============
These production statistics reflected higher gold grades for
mineral processing stemming from the underground test mining. A key
limiting factor, however, was the shortage of tailings dam capacity
and the impact of rebuilding Tailings Dam 3 following the Tailings
Dam 3 incident which is described below. To reflect this, and as
reported in the Group's interim results for the period ended 30
June 2012, Hambledon revised its gold production forecast for 2012
from 26,000oz Au to 21,000oz Au.
(iv) Tailings Dam No. 3
In October 2011, Hambledon announced that it had temporarily
suspended operations at its mineral process plant whilst a leak in
Tailings Dam No. 3 ("TD3") was repaired. This resulted in
contaminated water entering the local river. At the time, Hambledon
was obliged to shut down operations for a ten day period while
management and the Kazakh authorities investigated the incident. No
issue of long term pollution of the local environment has been
raised by the Kazakh authorities.
Subsequently, the East Kazakhstan Environmental Department
lodged a claim in fines and taxes of approximately US$9.5 million
against Hambledon. In January 2012 the Specialised Inter-Regional
Court of East Kazakhstan ruled against the claim as framed and
fined Hambledon approximately US$3.9 million. In addition,
Hambledon was ordered to undertake TD3 restoration, to fund certain
local community and social infrastructure programmes and to put in
place new processes for the treatment of effluent from the process
plant designed to prevent a repeat of any such incident.
Hambledon has paid the fines of approximately US$3.9 million,
completed all community and social infrastructure works, remedied
the environmental damage and repaired TD3 to high engineering and
environmental standards as overseen by specialist engineering
consultants from the UK, Golders Associates and SRK Consulting. TD3
is expected to be commissioned in November 2012 after receipt of
government permits and, once in operation, the Hambledon Board
believes that Hambledon will have adequate storage capacity to
allow a return to full production. Work on the effluent treatment
works has started but is currently on hold to conserve the
Hambledon Group's cash resources and whilst the relevant permits
from the Kazakh government are sought.
The considerable costs of these fines, taxes, repairs and
infrastructure improvements have placed a significant burden on
Hambledon's financial resources. Estimated expenditure relating to
the incident, amounting to US$7.8 million, was provided for in the
2011 annual accounts. Actual expenditure to date amounts to
approximately US$10.4 million, and the difference will be charged
in the 2012 annual accounts. A breakdown of the total expenditure
is as follows:
Unaudited expenditure as at 19 October 2012 $'000
--------------------------------------------------- -------------
Incident clean up 428
Remediation works 5,038
Community and social obligations 1,052
Fine and penalties 3,892
-------------
Total cost 10,410
=============
As announced on 29 August 2012, a resolution of the Court of
East Kazakhstan Region on 16 August 2012 restated the original
claim of approximately US$9.5 million as correct. The Hambledon
Board believed that this new resolutionwas contrary to the
statements of the third-party legal and scientific reviewers who
the Hambledon Board believes demonstrated that the environmental
impact had been appropriately remediated. Hambledon received legal
advice in Kazakhstan that this resolution violated the legal and
procedural norms in Kazakhstan and was both unlawful and
unjustified. Hambledon's Kazakh legal advisers therefore prepared
and submitted an appeal to the Regional Court of East Kazakhstan,
the relevant appellate court.
On 23 October 2012, the Court of East Kazakhstan Region (the
"Court") heard Hambledon's appeal against the ruling on 16 August
2012. The Court upheld the original claim. The Court handed down a
verbal judgment with a written judgment to follow. Hambledon is
intending to appeal against this ruling to a higher level court,
the Court of Cassation within the Regional Court of East
Kazakhstan. Hambledon is also making arrangements to engage
additional legal advisers to support the process.
Hambledon continues to have confidence that the amount of the
fines and penalties which it has already paid are unjustifiable and
Hambledon continues its appeal process with the aim of obtaining
partial repayment of the fines paid to the Kazakh Government. This
issue is unlikely to be resolved before the end of 2012.
(v) Acquisition of Akmola Gold
In October 2011, Hambledon entered into agreements to acquire
100 per cent. of the interests in Akmola Gold, subject to a number
of conditions, including the receipt of certain waivers and
consents from the Kazakh authorities.
Akmola Gold holds the subsoil use licence for two wholly-owned
projects in Central Kazakhstan, approximately 140 kilometres north
of Astana, known as Tellur and Stepok. The Kazakh State Commission
for Mineral Reserves issued statements dated 16 March 2011on
reports prepared by Geoincenter LLP (for Tellur) and Sekisovskoye
Mining Company (for Stepok) indicating that, together, these
projects contain approximately 440,000 ounces of gold, as well as
potentially significant credits from gold and silver (for Tellur)
and gold, silver and lead (for Stepok). No Joint Ore Reserves
Committee mineral resources in respect of Tellur and Stepok have
yet been declared.
The total consideration for Akmola Gold is US$5million, US$2.5
million being payable in cash and the balance being satisfied by
the issue of 30,814,875 ordinary shares of Hambledon (the
"Consideration Shares"). The Consideration Shares were priced at
the average closing price, translated into US dollars, for the ten
days prior to the announcement made on 15 September 2011. The value
of the Consideration Shares if they were now in issue would be
approximately GBP0.37 million (US$0.60 million) (based on the
Closing Price per Hambledon Share of 1.2 pence on 1 November 2012
(being the last Business Day before the publication of this
announcement)).
The Akmola Gold acquisition remains subject to the waiver of the
Kazakh State's pre-emptive right to acquire Akmola Gold (including
the subsurface use rights and equity interests which are held by
Akmola Gold) on the same terms as Hambledon, and on certain other
required consents. The process of seeking the required waiver and
the other consents continues to progress slowly. Hambledon believes
it has responded to all queries received from the Kazakh
authorities and, having recently resubmitted certain documents
amended as requested, is hopeful that the process will be completed
later this year.
Upon the completion of the Akmola Gold acquisition, work can
commence on these two deposits. The process of carrying out the
required and relevant technical studies, and the subsequent
development and construction necessary to commence production, will
demand significant capital expenditure.
(vi) Current trading and prospects of Hambledon
In addition to the above, Hambledon Shareholders' attention is
drawn to the announcement made by Hambledon via an RIS on 14
September 2012 containing Hambledon's interim results for the six
months ended 30 June 2012 and, in particular, to the Chief
Executive's statement in those interim results.
c) Reasons for the unanimous recommendation
Against the background outlined above, the Independent Directors
have considered the Partial Offer and reached a decision
unanimously to recommend that Hambledon Shareholders accept and
vote "FOR" the Partial Offer (on the basis that will be set out in
paragraph 17 of the Partial Offer Document). The Independent
Directors' key reasons underlying such unanimous recommendation
are:
(i) the Partial Offer of 2 pence per Hambledon Share represents
a premium of 66 per cent. to the Closing Price per Hambledon Share
of 1.2 pence on 1 November 2012 (being the last Business Day before
the publication of this announcement) and allows Hambledon
Shareholders to receive that amount for their Relevant Percentage,
whilst at the same retaining an interest in Hambledon Shares going
forward;
(ii) the undertaking from African Resources in the Inducement
Fee Agreement to use all its commercially reasonable endeavours to
retain a public quotation will enable Hambledon Shareholders to
continue to trade publically their remaining Hambledon Shares.
Hambledon Shareholders' attention in this respect is drawn to
paragraph 16 of the letter from African Resources that will be set
out in Part II of the Partial Offer Document;
(iii) the undertakings from African Resources in the
Relationship Agreement in relation to, inter alia, board
composition following completion of the Partial Offer. Hambledon
Shareholders' attention in this respect is drawn to paragraph 11 of
the letter from the Chairman of Hambledon that will be set out in
Part I of the Partial Offer Document and to paragraph 7.1 of
Appendix VII to the Partial Offer Document;
(iv) African Resources' stated intention is to utilise its local
knowledge and access in the jurisdiction in which Hambledon
operates to support Hambledon's further growth, both in respect of
existing operations and new opportunities. African Resources also
believes that the natural resources experience and access to
significant financial resources that its shareholders have make it
a well-placed partner to support Hambledon's development and growth
ambitions by the provision of both operational and financial
support; and
(v) African Resources and its affiliates have considerable
experience of operating natural resources assets, particularly in
Central and Eastern Kazakhstan, Kyrgyzstan and Romania, and, the
Independent Directors believe, are well placed to support Hambledon
in any acquisition of new assets as and when opportunities arise
both in Kazakhstan and other jurisdictions.
7. Hambledon Share Schemes
Details of the impact of the Partial Offer on participants in
the Hambledon Share Schemes will be set out in paragraph 14 of Part
II of the Partial Offer Document.
8. Hambledon Warrants
Details of the impact of the Partial Offer on holders of
Hambledon Warrants will be set out in paragraph 15 of Part II of
the Partial Offer Document.
9. Management, employees, location and Hambledon Board changes
Following the Unconditional Date, the Independent Hambledon
Directors have been informed by African Resources that it does not
intend to redeploy any of Hambledon's fixed assets or to terminate
the employment of any of the Hambledon Group's employees. African
Resources may, however, procure a change to Hambledon's registered
address.
Upon the the Partial Offer becoming or being declared
unconditional in all respects:
-- it is currently anticipated that Tim Daffern will become
Managing Director and it has been agreed with African Resources
that he will remain a member of the Hambledon Board;
-- other than Nick Bridgen, who will remain on the Hambledon Board for a perod following the Unconditional Date, it is currently expected that all of the Independent Directors will, subject to fulfilment of the conditions in the Relationship Agreement, resign as directors of Hambledon. African Resources has indicated that Baurzhan Yerkeyev will continue his employment with the Hambledon Group on financial terms no less favourable than those currently in place; and
-- Ashar Qureshi will join the Hambledon Board as a
non-executive director. Mr. Qureshi, aged 47, is a U.S. qualified
lawyer who was previously a partner with renowned international law
firm Cleary Gottlieb Steen & Hamilton LLP, where he was based
first in the New York office and later in the London office where
he helped establish the firm's emerging markets presence. More
recently, he was the Vice Chairman of Renaissance Group where he
had a senior investment banking role and is currently Executive
Vice Chairman of Luminaire Films, a director of Hanson Asset
Management Limited and a partner of Naya Capital Management LLP.
Mr. Qureshi was educated at Harvard Law School and Harvard College
and holds a Juris Doctor.
Under the Relationship Agreement, African Resources has
undertaken to Hambledon to use all its commercially reasonable
endeavours to ensure that two additional independent Directors are
appointed to the Hambledon Board within three months of the Partial
Offer becoming or being declared unconditional in all respects and
African Resources having acquired the relevant Hambledon Shares.
Following those appointments becoming effective, Nick Bridgen will
resign from the Hambledon Board. For further information, see the
summary of the Relationship Agreement at paragraph 11 of the letter
from the Chairman of Hambledon that will be set out in Part I of
the Partial Offer Document and paragaph 7.1 of Appendix VII to the
Partial Offer Document.
It is expected that Sabine Anderson, the appointee director of
the EBRD, will resign as a Hambledon Director following the
Unconditional Date. EBRD retain the right to nominate a director to
the Hambledon Board for so long as they continue to have an
interest in Hambledon Shares.
10. Information relating to African Resources
African Resources is a limited liability company incorporated in
the Cayman Islands, for the purpose of implementing the Partial
Offer. Further information relating to African Resources can be
found in paragraph 12 of the letter from African Resources that
will be set out in Part II of the Partial Offer Document and
Appendix VI of the Partial Offer Document.
Blackwill Trade Limited (a party connected to and acting in
concert with African Resources) entered into an agreement to
acquire 88,448,936 Hambledon Shares (representing a 9.02 per cent.
stake in Hambledon's existing issued share capital) from Nicholas
Bridgen, a non-executive director of Hambledon, at 1.8 pence per
Hambledon Share on 28 September 2012. The sale was completed on 22
October 2012.
Save for Blackwill Trade Limited's holding of Hambledon Shares
referred to above, neither African Resources nor the director of
African Resources nor, so far as African Resources is aware, any
person acting in concert with African Resources, has any interest
in or right to subscribe for Hambledon Shares. Blackwill Trade
Limited has agreed with Hambledon and African Resources that it
will not accept the Partial Offer in respect of any of the
Hambledon Shares held by it.
11. Relationship Agreement
Hambledon and African Resources have entered into the
Relationship Agreement, which regulates the ongoing relationship
between them with a view to ensuring that, amongst other things,
(i) Hambledon is capable of carrying on its business independently
of African Resources and (ii) transactions and relationships
between Hambledon and African Resources are entered into at arm's
length and on normal commercial terms. African Resources has also
agreed, following the Partial Offer becoming unconditional in all
respects and African Resources acquiring the relevant Hambledon
Shares, to exercise its voting rights to ensure that no substantial
transaction (as defined in the AIM Rules for Companies) is carried
out by Hambledon before such time as the two additional independent
non-executive directors have been appointed to the Hambledon Board.
Particulars of the terms of the Relationship Agreement will be set
out in paragraph 7.1(b) of Appendix VII to the Partial Offer
Document.
12. Inducement Fee Agreement
Hambledon and African Resources have entered into the Inducement
Fee Agreement which provides that, inter alia, (i) Hambledon or
African Resources will be liable to pay the sum of GBP99,877 to the
other in certain specified circumstances in consideration for the
other party engaging advisers and working with the other to effect
the Partial Offer; (ii) the Inducement Fee Agreement shall be
amended, varied or terminated (as the case may be) as may be
required by the Panel should Hambledon become subject to the City
Code as a result of the abolishment by the Panel of the residency
requirement contained in paragraph 3(a)(ii) of the introduction to
the City Code, or other changes made to the City Code, after the
date of the Inducement Fee Agreement; and (iii) from the time that
the Partial Offer becomes or is declared unconditional in all
respects, becomes effective or otherwise completes, African
Resources will use all its commercially reasonable endeavours to
procure that Hambledon shall, for not less than the 18 month period
following that date, continually maintain admission of the
Hambledon Shares to trading on AIM or the Main Market of the LSE
(save where Hambledon or African Resources is required to effect a
delisting of the Hambledon Shares by any applicable law, legal
process, regulation, court of competent jurisdiction or
governmental, supervisory or regulatory authority, or any other
judicial or other legal process to whose rules and regulations
Hambledon or African Resources is subject). Particulars of the
terms of the Inducement Fee Agreement will be set out in paragraph
7.1 of Appendix VII to the Partial Offer Document.
13. Unanimous recommendation to accept and vote "FOR" the Partial Offer
In view of his continuing involvement in the business as an
executive director of Hambledon, Tim Daffern is not regarded as
independent and has not taken part in the Independent Directors'
consideration of the Partial Offer or the formulation of advice to
Hambledon Shareholders. Accordingly, the unanimous recommendation
to accept and vote "FOR" the Partial Offer is being made by the
Independent Directors only.
Tim Daffern has, however, irrevocably undertaken to African
Resources to vote "FOR" the Partial Offer in respect of 250,000
Hambledon Shares, representing 100 per cent. of the Hambledon
Shares held by him and approximately 0.028 per cent. of the
existing Hambledon Shares held by Independent Hambledon
Shareholders. In order that his interests are aligned with
Hambledon Shareholders going forward (and given that his 4,000,000
options at an average exercise price of 4.94 pence per Hambledon
Share are currently significantly out-of-the-money), Tim Daffern
has agreed with African Resources and Hambledon that he will not
accept the Partial Offer in respect of any of his Hambledon
Shares.
The Independent Directors, who have been so advised by SP Angel,
consider the terms of the Partial Offer to be fair and reasonable.
Accordingly, the Independent Directors unanimously recommend that
Hambledon Shareholders:
(a) vote "FOR" the Partial Offer in respect of their entire holding of Hambledon Shares; and
(b) accept the Partial Offer.
George Eccles, being the only Independent Director who holds
Hambledon Shares, has irrevocably undertaken to African Resources
to accept (or procure acceptance of) the Partial Offer in respect
of 24,250 Hambledon Shares, representing approximately 12.5 per
cent. of the Hambledon Shares in which he has an interest and
approximately 0.002 per cent. of the existing issued share capital
of Hambledon.
In providing advice to the Independent Directors, SP Angel has
taken into account the commercial assessments of the Independent
Directors. In giving its advice, SP Angel is advising the
Independent Directors in relation to the Partial Offer and is not
acting for any Independent Director in his personal capacity or for
any Hambledon Shareholder. SP Angel will not be responsible to any
such person for providing the protections afforded to its clients
or for advising any such person in relation to the Partial Offer.
In particular, SP Angel will not owe any duties or responsibilities
to any particular Hambledon Shareholder concerning the Partial
Offer or any other matter described in this announcement or the
Partial Offer Document.
14. General
The bases and sources of certain financial information contained
in this announcement are set out in Appendix 2 to this
announcement. Certain terms used in this announcement are defined
in Appendix 4 to this announcement.
Enquiries:
African Resources
Ashar Qureshi Tel: 07979 856333
Hambledon Mining plc
Charles Zorab, Investor Relations Manager Tel: 020 7233 1462
SP Angel Corporate Finance LLP (financial adviser, nominated
adviser and broker to Hambledon)
Ewan Leggat/Katy Birkin Tel: 020 3463 2260
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 Partial Offer or otherwise. The Partial Offer will
be made solely by means of the Partial Offer Document and the BLUE
Form of Acceptance and PINK Voting Form accompanying the Partial
Offer Document, which will contain the full terms and Conditions of
the Partial Offer, including details of how it may be accepted and
how Hambledon Shareholders may cast their votes "FOR" or "AGAINST"
it.
SP Angel, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively
for Hambledon and for no--one else in connection with the Partial
Offer and will not be responsible to anyone other than Hambledon
for providing the protections afforded to clients of SP Angel nor
for providing advice in relation to the Partial Offer.
Overseas Shareholders
The Partial Offer is not being made and will not be made,
directly or indirectly, in, into or by use of the mails of, or by
any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone, email and other forms of
electronic transmission) of interstate or foreign commerce of, or
any facility of a national securities exchange of the United
States, Canada, Australia, Japan or any other Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Partial Offer will not be capable of
acceptance from within a Restricted Jurisdiction, nor will votes be
capable of being validly cast "FOR" or "AGAINST" the Partial Offer
from within a Restricted Jurisdiction. Accordingly, copies of this
announcement, the Partial Offer Document, the BLUE Form of
Acceptance, the PINK Voting Form and any other Partial Offer
Documentation are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this
announcement, the Partial Offer Document, the BLUE Form of
Acceptance, the PINK Voting Form and any other Partial Offer
Documentation (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 Partial Offer. Any purported acceptance of the Partial Offer
resulting directly or indirectly from a violation of these
restrictions will be invalid and acceptances of the Partial Offer
made by a person in a Restricted Jurisdiction or any agent,
fiduciary or other intermediary acting on a non-discretionary basis
for a principal giving instructions from within a Restricted
Jurisdiction will be disregarded.
The availability of the Partial Offer to Hambledon Shareholders
who are not resident in the United Kingdom may be affected by the
laws of the relevant jurisdictions in which they are resident. Such
persons should read paragraph 9 of Part B of Appendix I to the
Partial Offer Document (when published) and inform themselves of,
and observe, any applicable legal or regulatory requirements of
their jurisdictions.
This announcement is not an extension of the Partial Offer into
the United States.
Forward-looking statements
In this announcement, oral statements made regarding the Partial
Offer and other information published by African Resources or
Hambledon, the Partial Offer Documentation and the documents
incorporated by reference into it contain statements about African
Resources and Hambledon that are or may be forward looking
statements. All statements other than statements of historical
facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "projects", "in its opinion", "could" or words or
terms of similar substance, the negative thereof or comparable
terminology are forward looking statements. Forward looking
statements include statements relating to the following: (i) the
expected effects of the Partial Offer on African Resources or
Hambledon; (ii) the expected timing and scope of the Partial Offer;
(iii) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects of African Resources
or Hambledon; (iv) business and management strategies and the
expansion and growth of Hambledon's operations; and (v) the effects
of government regulation on Hambledon's business. They have not
been reviewed by the auditors of African Resources or
Hambledon.
Such forward looking statements by their nature involve risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected,
indicated, expressed or implied in any forward looking statements.
Due to such uncertainties and risks, readers are cautioned not to
place undue reliance on the looking statements herein, which speak
only as of the date hereof. African Resources and Hambledon
disclaim any obligation to update any forward looking or other
statements contained herein, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
All subsequent written and oral forward looking statements
attributable to African Resources or Hambledon or persons acting on
their behalf are expressly qualified in their entirety by the
cautionary statements above.
Publication on website
A copy of this announcement and the irrevocable undertakings
referred to in appendix 3 to this announcement will be available
free of charge on Hambledon's website at www.hambledon-mining.com
by no later than 12 noon (London time) on 5 November 2012 and
during the course of the Partial Offer, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions.
APPENDIX 1
CONDITIONS AND CERTAIN TERMS OF THE PARTIAL OFFER
1 The Partial Offer will be subject to the following Conditions:
a) valid acceptances being received (and not, where permitted,
withdrawn) by not later than the later of the First Closing Date
(unless extended by African Resources to a later time(s) and/or
date(s) in accordance with the terms of the Partial Offer Document)
and the Acceptance Closing Date in respect of Hambledon Shares that
constitute (when aggregated with the Hambledon Shares already held
by African Resources and by persons acting in concert with African
Resources) not more than 60 per cent. and not less than 50.1 per
cent. of the voting rights in Hambledon, provided that:
(i) this Condition 1(a) shall, unless African Resources
otherwise determines, be capable of being satisfied only at a time
when all other Conditions 1(b) to 1(k) inclusive have either been
satisfied or, to the extent permitted, waived;
(ii) where acceptances are received (and not, where permitted,
withdrawn) prior to the later of the First Closing Date (unless
extended by African Resources to a later time(s) and/or date(s) in
accordance with the terms of the Partial Offer Document) and the
Acceptance Closing Date in respect of Hambledon Shares that
constitute (when aggregated with the Hambledon Shares already held
by African Resources and by persons acting in concert with African
Resources) more than 60 per cent. of the voting rights in
Hambledon, the Acceptance Condition will have been satisfied and
African Resources may not reduce the Relevant Percentage below 60
per cent; and
(iii) where acceptances are received (and not, where permitted,
withdrawn) prior to the later of the First Closing Date (unless
extended by African Resources to a later time(s) and/or date(s) in
accordance with the terms of the Partial Offer Document) and the
Acceptance Closing Date in respect of Hambledon Shares that
constitute (when aggregated with the Hambledon Shares already held
by African Resources and by persons acting in concert with African
Resources) an amount equal to or more than 50.1 per cent, but less
than 60 per cent., of the voting rights in Hambledon, the
Acceptance Condition will have been satisfied and African Resources
will reduce the Relevant Percentage to (but not below) the
percentage level of acceptances so received;
b) valid votes cast "FOR" the Partial Offer by Independent
Hambledon Shareholders exceeding 50 per cent. of the total valid
votes cast "FOR" or "AGAINST" the Partial Offer by Independent
Hambledon Shareholders being received by the Receiving Agent by not
later than the First Closing Date (or such later time(s) and/or
date(s) as African Resources may, with the consent of Hambledon,
decide), provided that this Condition 1(b) shall, unless African
Resources otherwise determines, be capable of being satisfied only
at a time when all other Conditions 1(a) and 1(c) to 1(k) inclusive
have either been satisfied or, to the extent permitted, waived;
For the purposes of Conditions 1(a) and 1(b):
(i) all percentages of voting rights, share capital and relevant
securities are to be calculated by reference to the relevant
percentage held and in issue outside treasury; and
(ii) Hambledon Shares which have been unconditionally allotted
but not issued before the Partial Offer becomes or is declared
unconditional as to acceptances and voting, whether pursuant to the
exercise of any outstanding subscription or conversion rights or
otherwise, shall be deemed to carry the voting rights which they
will carry on being entered into the register of members of
Hambledon;
c) no Regulatory Authority having decided to take, instituted,
implemented or threatened any action, proceedings, suit,
investigation or inquiry or enacted, made or proposed any statute,
regulation or order or otherwise taken any other step or done any
thing, and there not being outstanding any statute, legislation or
order, that would or might reasonably be expected to:
(i) prohibit, or restrict, restrain, delay, impose additional
conditions or obligations with respect to, or otherwise interfere
in a way which is, in any such case, material in the context of the
Partial Offer;
(ii) result in a material delay in the ability of African
Resources, or render African Resources unable, to acquire some or
all of the Hambledon Shares to which the Partial Offer relates;
(iii) require, prevent, delay or affect the divestiture by the
Wider African Resources Group or the Wider Hambledon Group of all
or any portion of their businesses, assets or property or of any
Hambledon Shares or other securities in Hambledon or impose any
limitation on the ability of any of them to conduct their
respective businesses or own their respective assets or properties
or any part thereof which, in any such case, is material to the
Wider African Resources Group or the Wider Hambledon Group as a
whole, or in the context of the Partial Offer;
(iv) impose any limitation on the ability of any member of the
Wider African Resources Group to acquire or hold or exercise
effectively, directly or indirectly, all rights of all or any of
the Hambledon Shares (whether acquired pursuant to the Partial
Offer or otherwise) which, in any such case, is material to the
Wider African Resources Group as a whole, or in the context of the
Partial Offer;
(v) require any member of the Wider African Resources Group or
the Wider Hambledon Group to offer to acquire any shares or other
securities or rights thereover in any member of the Wider Hambledon
Group owned by any third party other than in the implementation of
the Partial Offer;
(vi) make the Partial Offer or its implementation or the
proposed acquisition of Hambledon or any member of the Wider
Hambledon Group or any Hambledon Shares or any other shares or
securities in, or control of, Hambledon, illegal, void or
unenforceable in or under the laws of any jurisdiction;
(vii) impose any limitation on the ability of any member of the
Wider African Resources Group or Wider Hambledon Group to
co-ordinate its business, with the business of any other member of
the Wider African Resources Group or the Wider Hambledon Group
which, in any such case, is material to the Wider Hambledon Group
as a whole, to the Wider African Resources Group as a whole, or in
the context of the Partial Offer; or
(viii) otherwise adversely affect any or all of the businesses,
assets, prospects or profits of any member of the Wider African
Resources Group or the Wider Hambledon Group or the exercise of
rights of shares of any company in the Wider Hambledon Group which,
in any such case, is material to the Wider Hambledon Group as a
whole, the Wider African Resources Group as a whole, or in the
context of the Partial Offer,
and all applicable waiting periods during which such Regulatory
Authority could institute, implement, threaten or appeal any such
action, proceeding, suit, investigation, inquiry or reference or
otherwise intervene having expired, lapsed or been terminated;
d) all necessary notifications and filings which are the
responsibility of Hambledon having been made, all applicable
regulatory and statutory obligations in any relevant jurisdiction
having been complied with, all appropriate waiting and other time
periods (including any extensions of such waiting and other time
periods) having expired, lapsed or been terminated, in each case in
respect of the Partial Offer or the acquisition or proposed
acquisition of any shares or other securities in, or control of,
Hambledon or any other member of the Wider Hambledon Group by
African Resources or any other member of the Wider Hambledon Group
of its business, except where the failure to make such notification
or filing, or comply with any such obligation, or the fact that any
such period has not expired, lapsed or been terminated,
individually or in aggregate, would not be reasonably likely to
have a materially adverse effect on the Wider Hambledon Group taken
as a whole;
e) all necessary authorisations, orders, grants, consents,
clearances, licences, permissions and approvals, in any
jurisdiction, deemed necessary or appropriate by African Resources
(acting reasonably) for or in respect of the Partial Offer, the
proposed acquisition of any shares or securities in, or control of,
Hambledon or any member of the Wider Hambledon Group by any member
of the Wider African Resources Group or the carrying on of the
business of or any member of the Wider Hambledon Group or any
matters arising therefrom being obtained in terms reasonably
satisfactory to African Resources from all appropriate Regulatory
Authorities or (without prejudice to the generality of the
foregoing) from any persons or bodies with whom the Wider Hambledon
Group or the Wider African Resources Group has entered into
contractual arrangements and such authorisations, orders, grants,
consents, clearances, licences, permissions and approvals remaining
in full force and effect and there being no intimation of any
intention to revoke, suspend, adversely restrict, adversely modify
or not to renew the same and all necessary filings having been
made, all appropriate waiting and other time periods (including
extensions thereto) in respect of the Partial Offer under any
applicable legislation and regulations in any jurisdiction having
expired, lapsed or been terminated and all necessary statutory or
regulatory obligations in any jurisdiction in respect of the
Partial Offer or the proposed acquisition of Hambledon by African
Resources or of any Hambledon Shares or any matters arising
therefrom having been complied with, except where failure to have
any such authorisations, orders, grants, consents, clearances,
licences, permissions or approvals would not be material in the
context of the Wider Hambledon Group taken as a whole or in the
context of the Partial Offer;
f) no Regulatory Authority or any other party with whom any
member of the Wider Hambledon Group or the Wider African Resources
Group has any contractual or other business relationship notifying
any member the Wider Hambledon Group or the Wider African Resources
Group that the interests held by any member of the Wider Hambledon
Group or the Wider African Resources Group under licences, leases,
consents, permits and other rights will be adversely amended or
otherwise adversely affected by the Partial Offer or the proposed
acquisition of Hambledon or any matters arising therefrom, or that
such licences, leases, consents, permits and other rights will not
remain in full force and effect and that there is any intention to
revoke or adversely amend any of the same on the part of such
antitrust regulator, Regulatory Authority or other party which, in
any such case, is material to the Wider Hambledon Group or the
Wider African Resources Group as a whole, or in the context of the
Partial Offer;
g) save as Disclosed, there being no provision of any Relevant
Instrument which, as a consequence of (A) the Partial Offer or (B)
any acquisition of Hambledon Shares carried out as contemplated by
the Partial Offer, might reasonably be expected to have the result
that:
(i) any monies borrowed by, or other indebtedness, actual or
contingent, of, or grant available to, any member of the Wider
Hambledon Group becomes or is capable of being declared repayable
immediately or earlier than the repayment date stated in such
agreement, instrument or other arrangement or the ability of any
member of the Wider Hambledon Group to borrow monies or incur
indebtedness is withdrawn, inhibited or adversely affected;
(ii) any mortgage, charge or other security interest is created
over the whole or any material part of the business, property or
assets of any member of the Wider Hambledon Group or any such
security (whenever arising) becomes enforceable (save in the
ordinary course of business);
(iii) any liability (actual or contingent) is created by the
Wider Hambledon Group (save in the ordinary course of
business);
(iv) any such Relevant Instrument is terminated or adversely
modified or affected or any onerous obligation arises
thereunder;
(v) the value of the Wider Hambledon Group (taken as a whole) or
its financial or trading position is prejudiced or materially
adversely affected;
(vi) other than in the ordinary course of business, any asset or
any asset of the Wider Hambledon Group being or falling to be
charged or disposed of;
(vii) the rights, liabilities, obligations or interests or
business of any member of the Wider Hambledon Group in or with any
other person, firm or company (or any arrangement relating to such
interest or business) is terminated, modified or adversely
affected; or
(viii) any member of the Wider Hambledon Group ceases to be able
to carry on business under any name under which it currently does
so,
in each case which is material in the context of the Wider
Hambledon Group taken as a whole, or in the context of the Partial
Offer, and no event having occurred which, under any provision of
any agreement, arrangement, licence, or other instrument to which
any member of the Wider Hambledon Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, could reasonably be expected to result in any of the
events or circumstances as are referred to in sub-paragraphs i to
viii of this Condition 1(g);
h) save as Disclosed, no member of the Wider Hambledon Group
having since 31 December 2011 (being the date to which the latest
published audited report and accounts of Hambledon were made
up):
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class or issued or authorised or
proposed the issue of or granted securities convertible into or
rights, warrants or options to subscribe for or acquire such shares
or convertible securities or redeemed, purchased or reduced or
announced any intention to do so or made any other change to any
part of its share capital;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any dividend, bonus or other
distribution whether payable in cash or otherwise (other than to
African Resources or a wholly-owned subsidiary of African Resources
or in relation to transactions and arrangements between Hambledon
and its wholly owned subsidiaries);
(iii) other than pursuant to the implementation of the Partial
Offer or in relation to transactions and arrangements between
Hambledon and its wholly owned subsidiaries, authorised or proposed
or announced its intention to propose any merger or acquisition or
disposal or transfer of assets (outside the ordinary course of
business) or shares or any change in its share or loan capital
which, in any such case, is material to the Wider Hambledon Group
taken as a whole;
(iv) other than in relation to transactions and arrangements
between Hambledon and its wholly owned subsidiaries, issued or
authorised or proposed the issue of any debentures or incurred or
increased any indebtedness or contingent liability in each case to
an extent which is material to the Wider Hambledon Group and
outside the ordinary course of business;
(v) other than in relation to transactions and arrangements
between Hambledon and its wholly owned subsidiaries, disposed of or
transferred, mortgaged or encumbered any asset or any right, title
or interest in any asset or entered into or varied any contract,
commitment or arrangement (whether in respect of capital
expenditure or otherwise), or authorised, proposed or announced any
intention to do so, which is of a long term or unusual nature or
which involves or could involve an obligation of a nature or
magnitude which is material or which, in any such case, is material
to the Wider Hambledon Group as a whole or in the context of the
Partial Offer;
(vi) entered into or varied or proposed to enter into or vary
any contract, reconstruction, amalgamation, arrangement or other
transaction which is of a long term or unusual and onerous nature
or is otherwise than in the ordinary course of business, and which
in each such case is material to the Wider Hambledon Group taken as
a whole;
(vii) entered into, or materially varied the terms of, or made
any offer (which remains open) to enter into or materially vary the
terms of, any contract or agreement with any of the directors or
senior executives of any member of the Wider Hambledon Group;
(viii) taken or proposed any corporate action or had any legal
proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets and revenues;
(ix) waived, compromised or settled any claim (other than in the
ordinary course of business), which is material in the context of
the Wider Hambledon Group taken as a whole, or the Partial
Offer;
(x) made any amendment to its articles of association or other
incorporation or constitutional documents which is material in the
context of the Partial Offer;
(xi) made or agreed or consented to:
(A) any significant change to:
(I) the terms of the trust deeds and rules constituting the
pension scheme(s) established for its directors, employees or their
dependants;
(II) the benefits which accrue or to the pensions which are payable thereunder;
(III) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined;
(IV) the basis upon which the liabilities (including pensions)
or such pension schemes are funded or made; or
(B) any significant change to the trustees including the appointment of a trust corporation,
which is, in each such case, material in the context of the
Wider Hambledon Group, or the Partial Offer;
(xii) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme or other benefit relating to
the employment or termination of employment of any employee of the
Wider Hambledon Group in a manner which is material in the context
of the Partial Offer or of any member of the Wider Hambledon
Group;
(xiii) entered into any contract, transaction or arrangement
which is or may reasonably be expected to be restrictive to a
material extent on the business of the Wider Hambledon Group or the
Wider African Resources Group;
(xiv) entered into any contract, commitment or agreement or made
any offer (which remains open for acceptance) or passed any
resolution with to, or to propose to, effect any of the
transactions or events referred to in this Condition 1(h); or
(xv) been unable or admitted in writing that it is unable to pay
its debts generally or having stopped or suspended (or threatened
to stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its
business which, in any such case, is material to the Wider
Hambledon Group as a whole, or in the context of the Partial
Offer;
i) since 31 December 2011 (being the date to which the latest
published audited report and accounts of Hambledon were made up)
and save as otherwise Disclosed:
(i) no litigation, arbitration, prosecution or other legal
proceedings which could reasonably be expected to have an impact on
the Wider Hambledon Group having been instituted, announced or
threatened or become pending or remained outstanding by or against
any member of the Wider Hambledon Group or to which any member of
the Wider Hambledon Group is or may reasonably be expected to
become a party (whether as claimant, defendant or otherwise);
(ii) no adverse change having occurred in the business, assets,
financial or trading position, profits or prospects of the Wider
Hambledon Group (taken as a whole);
(iii) no investigation by or complaint or reference to any
Regulatory Authority having been threatened, announced, implemented
or instituted or remaining outstanding against or in respect of any
member of the Wider Hambledon Group;
(iv) no contingent or other liability of the Wider Hambledon
Group having arisen or increased; and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Hambledon Group which is necessary for the
proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which might reasonably
be expected to have an adverse effect on the Wider Hambledon Group
taken as a whole,
which, in each such case, is material to the Wider Hambledon
Group as a whole, or in the context of the Partial Offer;
j) save as Disclosed, African Resources not having discovered that:
(i) any financial, business or other information concerning
Hambledon or the Wider Hambledon Group that has been disclosed at
any time by or on behalf of any member of the Wider Hambledon Group
whether publicly or to African Resources, is misleading, contains
any misrepresentation of fact or omits to state a fact necessary to
make the information contained therein not misleading, in each case
to an extent which is material in the context of the Partial Offer,
and which was not publicly corrected prior to the date hereof;
(ii) any member of the Wider Hambledon Group is subject to any
liability, actual or contingent, which is not disclosed in the
published audited report and accounts of Hambledon for the
financial year ended 31 December 2011 (or which is materially
greater than as disclosed in such report and accounts) and which is
material in the context of the Wider Hambledon Group taken as a
whole or the Partial Offer;
(iii) any member of the Wider Hambledon Group has failed to
comply in all material respects with all applicable legislation or
regulations of any jurisdiction with regard to the storage,
disposal, discharge, spillage, leak or emission of any waste or
hazardous substance or any substance likely to impair the
environment or to harm human health or otherwise relating to
environmental matters (which non-compliance might reasonably be
expected to give rise to any liability (whether actual or
contingent) on the part of any member of the Wider Hambledon
Group), or that there has otherwise been any such disposal,
discharge, spillage, leak or emission (whether or not the same
constituted a non-compliance by any person with any such
legislation or regulations and wherever the same may have taken
place) which, in any such case, might reasonably be expected to
give rise to any liability (whether actual or contingent) on the
part of any member of the Wider Hambledon Group and which liability
is material to the Wider Hambledon Group taken as a whole;
(iv) there is or is reasonably likely to be any material
liability (whether actual or contingent) to make good, repair,
reinstate or clean up any property now or previously owned,
occupied or made use of by any member of the Wider Hambledon Group
under any environmental legislation, regulation, notice, circular
or order of any Regulatory Authority, in each such case to an
extent which is material in the context of the Wider Hambledon
Group taken as a whole;
(v) circumstances exist (whether as a result of the making of
the Partial Offer or otherwise) which might reasonably be expected
to lead to any Regulatory Authority instituting, or requiring any
member of the Wider Hambledon Group to institute, an environmental
audit or take any other steps which in any such case will
reasonably be expected to result in any actual or contingent
liability to improve or install new plant or equipment or make
good, repair, re-instate or clean up any land or other asset now or
previously owned, occupied or made use of by any member of the
Wider Hambledon Group which in each case is material to the Wider
Hambledon Group taken as a whole; or
(vi) circumstances exist whereby a class of persons might
reasonably be expected to have any material claim in respect of any
product now or previously sold by any member of the Wider Hambledon
Group, which is material in the context of the Wider Hambledon
Group taken as a whole; and
k) save as Disclosed:
(i) no member of the Wider Hambledon Group having altered the
nature or scope of its business in any way that is material in the
context of the Wider Hambledon Group taken as a whole or the
implementation of the Partial Offer;
(ii) no member of the Wider Hambledon Group having made any
acquisitions or disposals outside the ordinary course of business
by any means (including, without limitation, by lease or licence),
of any asset or assets with an aggregate value of GBP500,000 or
more (based on the lower of market value and net book value);
(iii) no transfers having been made by any means of any or all
of the shares in any subsidiary of Hambledon (other than
intra-group transfers of the shares of any such subsidiary);
(iv) other than in the ordinary course of business, no member of
the Wider Hambledon Group having given any guarantee, indemnity or
security, or entered into any agreement or arrangement having a
similar effect or assumed, otherwise than by operation of law, any
liability, whether actual or contingent, in respect of any
obligation of any person which is material in the context of the
Wider Hambledon Group taken as a whole; and
(v) no member of the Wider Hambledon Group having entered into
any agreement or binding commitment to do any of the actions
described in paragraphs (i) to (iv) above.
2 Certain further terms of the Partial Offer
a) The Partial Offer will be made on the terms of and is subject
to, amongst other things, the Conditions which are set out in
paragraph 1 above and those terms which will be set out in the
Partial Offer Documentation and such further terms as may be
required to comply with the applicable rules and regulations of AIM
and/or the London Stock Exchange and other applicable Regulatory
Authorities (including the Panel (at such time as the City Code
applies to Hambledon)).
APPENDIX 2
BASES AND SOURCES
(a) The Partial Offer value attributed to the existing issued
share capital of Hambledon is based upon the 979,721,513 Hambledon
Shares in issue on 1 November 2012, being the last day prior to the
date of this announcement.
(b) Hambledon Closing Prices have been derived from the AIM
Appendix of the Daily Official List.
(c) The following exchange rates have been used in this announcement:
(i) GBP1: US$ 1.6162; and
(ii) US$1: KZT (Tenge) 150.81.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
The following holders, controllers or beneficial owners of
Hambledon Shares have given irrevocable undertakings to accept the
Partial Offer and/or vote "FOR" the Partial Offer as set out
below:
Number of %(*) - irrevocable
Hambledon %(+/-) - irrevocable undertakings to vote
Name Shares undertakings to ACCEPT "FOR"
-------------- ---------- --------------------------- -------------------------
George Eccles 24,250 0.002 0
Tim Daffern 250,000 0 0.028
-----------
Total 0.002 0.028
================ ========
(+/-) This represents the percentage that the Hambledon Shares
that are the subject to the relevant irrevocable undertaking to
accept bears to the existing issued share capital of Hambledon.
(*) This represents the percentage that the Hambledon Shares
that are the subject to the relevant irrevocable undertaking to
vote "FOR" the Partial Offer bears to the total number of Hambledon
Shares held by all Independent Hambledon Shareholders as at 1
November 2012 (the latest practicable date prior to the publication
of the Partial Offer Document).
The undertakings listed in this Appendix 3 cease to be binding
if (i) the Partial Offer Document is not published within 28 days
of 2 November 2012 (or such later date African Resources and
Hambledon may agree) or (ii) the Partial Offer does not become
wholly unconditional.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise.
Acceptance Closing Date The date upon which the Partial Offer
will close as to acceptances in accordance
with its terms.
Acceptance Condition The Condition as to acceptances that
will be set out in paragraph 1(a)
of Part A of Appendix I to the Partial
Offer Document.
acting in concert with African Any person acting, or deemed to be
Resources acting, in concert with African Resources
for the purposes of the Partial Offer
and/or the City Code (as if it applied
to Hambledon).
African Resources African Resources Limited, a company
incorporated in the Cayman Islands
with registered number 272281 and
whose registered address is at C/o
TMF (Cayman) Ltd, 1st Floor, Windward
1, Regatta Office Park, PO. Box 10338,
Grand Cayman, KY1-1003, Cayman Islands.
AIM The AIM Market of the London Stock
Exchange.
AIM Rules for Companies The AIM Rules for Companies of London
Stock Exchange, as amended or reissued
from time to time.
Australia The Commonwealth of Australia, its
territories and possessions.
Authorisations Regulatory authorisations, orders,
recognitions, grants, consents, clearances,
confirmations, certificates, licences,
permissions or approvals.
BLUE Form of Acceptance The BLUE Form of Acceptance and authority
and election relating to the Partial
Offer which accompanies the Partial
Offer Document for use by Certificated
Shareholders only in connection with
the acceptance of the Partial Offer.
Business Day A day (other than Saturdays, Sundays
and public holidays in the United
Kingdom) on which clearing banks are
normally open for business in the
City of London and the Cayman Islands.
Canada Canada, its provinces and territories
and all areas under its jurisdiction
and political sub-divisions thereof.
Certificated Shareholder A holder of Certificated Shares.
Certificated Shares or Certificated A Hambledon Share which is held by
Form a holder who has been issued a share
certificate as evidence of title in
respect thereof, and who is entered
on the Hambledon Register as the holder
of such Hambledon Share.
City Code The City Code on Takeovers and Mergers.
Closing Price The closing middle market quotation
of a Hambledon Share on a particular
trading day as derived from the AIM
Appendix of the Daily Official List.
Companies Act The UK Companies Act 2006.
Conditions The conditions of the Partial Offer
as will be set out in Part A of Appendix
1 to this announcement and as will
be set out in Appendix I to the Partial
Offer Document, and Condition means
any one of them.
CREST The relevant system (as defined in
the Regulations) in respect of which
Euroclear is the Operator (as defined
in the Regulations).
Daily Official List The Daily Official List published
by the London Stock Exchange.
Disclosed Publicly announced by Hambledon prior
to 1 November 2012 (through a Regulatory
Information Service), set out or referred
to in the annual report and accounts
of Hambledon for the year ended 31
December 2011 or as otherwise fairly
disclosed to African Resources or
its advisers by Hambledon or its advisers
in writing prior to 1 November 2012.
EBRD European Bank for Reconstruction and
Development
Euroclear Euroclear UK & Ireland Limited.
Financial Services Authority The Financial Services Authority of
the UK.
First Closing Date The date falling 21 calendar days
after the Partial Offer is made.
Hambledon Hambledon PLC, a company incorporated
in England and Wales with registered
number 5048549 and whose registered
office is at Daws House, 33-35 Daws
Lane, London NW74SD.
Hambledon Directors or Hambledon The directors of Hambledon at the
Board date of this announcement, being George
Eccles (Non-Executive Chairman), Tim
Daffern (Chief Executive Officer),
Baurzhan Yerkeyev (Executive Director),
Nicholas Bridgen (Non-Executive Director)
and Sabine Anderson (Non-Executive
Director).
Hambledon Group Hambledon and its subsidiary undertakings.
Hambledon Register The register of holders of Hambledon
Shares maintained in the United Kingdom
by the Registrar.
Hambledon Share Schemes The existing share option schemes
and awards pursuant to which options
or awards over Hambledon Shares have
been granted.
Hambledon Shareholder or A holder of Hambledon Shares in Certificated
Shareholders Form or Uncertificated Form.
Hambledon Shares The existing unconditionally allotted
and/or issued and fully paid ordinary
shares of 0.1 pence each in the capital
of Hambledon and any further such
shares which are unconditionally allotted
prior to the Record Date, and Hambledon
Share means one of them.
Hambledon Warrants the warrants to subscribe for 30,000,000
Hambledon shares created pursuant
to an instrument dated 21 February
2012, particulars of which instrument
will be set out in paragraph 7.1(3)
of Appendix VII to the Partial Offer
Document.
Hambledon Warrantholders Holders of the Hambledon Warrants
from time to time.
Independent Hambledon Shareholders All Hambledon Shareholders other than
African Resources and by persons acting
in concert with African Resources.
Independent Directors George Eccles (Non-Executive Chairman),
Baurzhan Yerkeyev (Executive Director),
Nicholas Bridgen (Non-Executive Director)
and Sabine Anderson (Non-Executive
Director).
Inducement Fee Agreement The agreement entered into by Hambledon
and African Resources on 2 November
2012, governing the terms by which,
inter alia, an inducement fee may
become payable to African Resources
by Hambledon, and vice versa, particulars
of which will be set out in paragraph
7.1(c) of Appendix VII to the Partial
Offer Document.
Japan Japan, its provinces and territories
and all areas under its jurisdiction
and political sub-divisions thereof.
London Stock Exchange or London Stock Exchange plc.
LSE
Panel The Panel on Takeovers and Mergers.
Partial Offer The recommended cash only partial
offer to be made by African Resources
at the Partial Offer Price for up
to 60 per cent. (or such lesser percentage
being no less than 50.1 per cent.)
of the issued and to be issued share
capital of Hambledon (when aggregated
with the Hambledon Shares already
held by African Resources or by persons
acting in concert with African Resources)
on the terms and subject to the Conditions
that will be set out in the Partial
Offer Documentation, and where the
context requires, any revision, extension,
variation or renewal thereof.
Partial Offer Document or This document and any subsequent document
Partial Offer Documentation containing the Partial Offer, the
PINK Voting Form and, in respect of
Certificated Shareholders, the BLUE
Form of Acceptance.
Partial Offer Price 2 pence per Hambledon Share.
pounds sterling or GBP Pounds sterling, the lawful currency
of the United Kingdom (and references
to pence or p shall be construed accordingly).
Receiving Agent Neville Registrars Limited, of Neville
House, 18 Laurel Lane, Halesowen,
West Midlands, B63 3DA.
Record Date The close of business on the Unconditional
Date.
Registrar Neville Registrars Limited, of Neville
House, 18 Laurel Lane, Halesowen,
West Midlands, B63 3DA.
Regulations The Uncertificated Securities Regulations
2001 (SI 2001 No. 3755).
Regulatory Authority Any government or governmental, quasi
governmental, supranational, statutory
or regulatory body, or any court,
institution, investigative body, association,
trade agency or professional or environmental
body or (without prejudice to the
generality of the foregoing) any other
person or body in any jurisdiction.
Regulatory Information Service Has the meaning given in the AIM Rules
or RIS for Companies.
Relationship Agreement The agreement entered into by Hambledon
and African Resources on 2 November
2012, which regulates the ongoing
relationship between them, particulars
of which will be set out in paragraph
7.1(b) of Appendix VII to the Partial
Offer Document.
Relevant Instrument Any agreement, instrument, permit,
licence or other arrangement to which
any member of the Wider Hambledon
Group is a party.
Relevant Percentage 60 per cent. of the Hambledon Shares
in issue at the Acceptance Closing
Date, or such lesser percentage as
shall be determined in accordance
with Condition 1(a).
Restricted Jurisdiction Includes, without limitation, the
United States, Canada, Australia,
Japan or any other jurisdiction where
the relevant action would constitute
a violation of the relevant laws and
regulations of such jurisdiction or
would result in a requirement to comply
with any governmental or other consent
or any registration, filing or other
formality which African Resources
regards as unduly onerous.
Significant Interest In relation to an undertaking, a direct
or indirect interest of 20 per cent.
or more of the total voting rights
conferred by the equity share capital
(as defined in section 548 of the
Companies Act) of such undertaking.
SP Angel S P Angel Corporate Finance LLP, financial
adviser, nominated adviser and broker
to the Company with its registered
office at 35 Berkeley Square, London
W1J 5BF.
subsidiary, subsidiary undertaking, Have the meanings given in the Companies
associated undertaking and Act.
undertaking
UKLA The UK Listing Authority, being the
Financial Services Authority acting
in its capacity as the competent authority
for the purposes of Part VI of the
Financial Services and Markets Act
2000.
Uncertificated Shareholder A holder of Uncertificated Shares.
Uncertificated Shares or A Hambledon Share held electronically
Uncertificated Form (whether through CREST or otherwise)
by the holder thereof.
Unconditional Date The date on which the Partial Offer
becomes or is declared wholly unconditional
by African Resources.
United Kingdom or UK The United Kingdom of Great Britain
and Northern Ireland.
United States or US The United States of America, its
territories and possessions, any state
of the United States of America, the
District of Columbia and all other
areas subject to its jurisdiction
and any political sub-division thereof.
Voting Condition The Condition as to votes "FOR" or
"AGAINST" the Partial Offer that will
be set out in paragraph 1(b) of Part
A of Appendix I to the Partial Offer
Document.
Wider African Resources African Resources and associated undertakings
Group and any other body corporate, partnership,
joint venture or person in which African
Resources and all such undertakings
(aggregating their interests) have
a Significant Interest.
Wider Hambledon Group Hambledon and associated undertakings
and any other body corporate, partnership,
joint venture or person in which Hambledon
and such undertakings (aggregating
their interests) have a Significant
Interest.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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