TIDMBCN
RNS Number : 0149W
Ganfeng Intnl Trading (Shanghai) Ld
17 December 2021
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART
OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE
PURPOSES OF MAR.
17 December 2021
RECOMMED CASH OFFER
FOR
BACANORA LITHIUM PLC
BY
GANFENG INTERNATIONAL TRADING (SHANGHAI) LIMITED
Offer becomes unconditional
1 Introduction
On 15 September 2021, Ganfeng International Trading (Shanghai)
Limited ("Ganfeng") announced that the offer document relating to
its recommended cash offer ("Offer") for the entire issued and to
be issued ordinary share capital of Bacanora Lithium plc
("Bacanora") not already owned by Ganfeng (the "Offer Document")
had been posted to Bacanora Shareholders.
2 Level of acceptances
As at 1.00 p.m. on 16 December 2021, Ganfeng had received valid
acceptances of the Offer in respect of a total of 172,931,513
Bacanora Shares representing approximately 45.0 per cent. of
Bacanora's issued ordinary share capital, which Ganfeng may count
towards the satisfaction of the Acceptance Condition. So far as
Ganfeng is aware, none of these acceptances has been received from
persons acting in concert with Ganfeng.
In addition, Ganfeng holds 110,933,697 Bacanora Shares,
representing approximately 28.9 per cent. of Bacanora's issued
ordinary share capital.
Accordingly, as at 1.00 p.m. on 16 December 2021, Ganfeng holds,
or has received valid acceptances in respect of, a total of
283,865,210 Bacanora Shares (representing 73.9 per cent. in
aggregate of Bacanora's issued ordinary share capital), which
Ganfeng may count towards the satisfaction of the Acceptance
Condition.
3 Conditions satisfied and Offer becomes unconditional
On 22 October 2021, the timetable for the Offer was suspended
pursuant to Rule 31.4 of the Code, as a result of the Mexican
Antitrust Clearance Condition to the Offer not having been
satisfied or waived prior to the second day prior to Day 39 of the
Offer.
Ganfeng hereby announces that the Mexican Antitrust Clearance
Condition has today been satisfied.
As noted above, at 1.00 p.m. on 16 December 2021, Ganfeng may
count 283,865,210 Bacanora Shares (representing approximately 73.9
per cent. of Bacanora's issued ordinary share capital) towards
satisfaction of the Acceptance Condition to its Offer and,
accordingly, the Acceptance Condition has been satisfied.
Furthermore, Ganfeng confirms that all remaining Conditions to
the Offer have been satisfied or, where applicable, waived.
Accordingly, Ganfeng is pleased to announce that the Offer has
become unconditional.
4 Cancellation of admission to trading of Bacanora Shares on AIM
and re-registration as a private limited company
Bacanora Shareholders are reminded that, as stated in the Offer
Document, now that the Offer has become unconditional, if Ganfeng
receives acceptances under the Offer in respect of, and/or
otherwise acquires 75 per cent. or more of the voting rights
carried by the Bacanora Shares (including the Bacanora Shares it
already owns), Ganfeng intends to procure that Bacanora makes
applications to cancel the admission of the Bacanora Shares to
trading on AIM and to re-register Bacanora as a private limited
company under the relevant provisions of the Companies Act. Ganfeng
will procure that Bacanora makes a regulatory announcement when the
necessary 75 per cent. threshold has been reached confirming the
anticipated date of cancellation.
5 Zinnwald Distribution
In order to provide additional value to Bacanora Shareholders,
Ganfeng agreed, as part of the Offer, that Bacanora could propose a
distribution in specie of Zinnwald Lithium Plc (" ZLP ") shares to
Bacanora Shareholders (the " Zinnwald Distribution "). The making
of this distribution is subject to various conditions, the last of
which is the Offer becoming or being declared unconditional before
the Long Stop Date. As this condition has now been satisfied,
Bacanora intends to hold a board meeting today to approve the
making of the Zinnwald Distribution to all Bacanora Shareholders on
the register at 6.00 p.m. today (the " Record Date "), with the
transfer of the ZLP shares expected to be made to Bacanora
Shareholders by 22 December 2021. As stated in the Offer Document,
Bacanora Shareholders on the Record Date will retain the right to
the Zinnwald Distribution notwithstanding the transfer of their
Bacanora Shares to Ganfeng.
6 Action to be taken
The Offer will remain open for acceptance until further
notice.
Bacanora Shareholders who have not yet accepted the Offer are
urged to do so as soon as possible in accordance with the following
procedures :
-- if you hold your Bacanora Shares, or any of them, in
certificated form (that is, not in CREST), you should complete and
return a Form of Acceptance in relation to such certificated
Bacanora Shares as soon as possible; and
-- if you hold your Bacanora Shares, or any of them, in
uncertificated form (that is, in CREST), you should ensure that an
Electronic Acceptance is made by you or on your behalf, and that
settlement occurs, in relation to such uncertificated Bacanora
Shares as soon as possible.
Full details on how to accept the Offer are set out in the Offer
Document and (if applicable) the Form of Acceptance. The Offer
Document is available, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, on Ganfeng's website
at www.ganfenglithium.com and on Bacanora's website at
www.bacanoralithium.com/investor-relations/ganfeng/.
Any Bacanora Shareholder requiring assistance, including if
further copies of the Offer Document and/or the Form of Acceptance
are required, should telephone the Receiving Agent, Link Group, on
0371 664 0321 (from within the UK) or on +44 (0)371 664 0321 (from
outside the UK) between 9.00 a.m. and 5.30 p.m., Monday to Friday,
excluding public holidays in England and Wales. Please note that
Link Group cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
7 General
The above acceptances include those received in respect of
3,540,542 Bacanora Shares (representing approximately 0.9 per cent.
of the issued ordinary share capital of Bacanora) beneficially held
by certain Bacanora Directors who had given irrevocable
undertakings to accept the Offer and 52,528,941 Bacanora Shares
(representing approximately 13.67 per cent. of the issued ordinary
share capital of Bacanora) beneficially held by M&G Recovery
Fund who had given a letter of intent to accept the Offer. Ganfeng
confirms that there are no outstanding irrevocable undertakings or
letters of intent to accept the Offer.
As at close of business on 16 December 2021 (being the latest
practicable time and date prior to the date of this announcement),
and save as disclosed above and in the Offer Document, neither
Ganfeng nor, so far as Ganfeng is aware, any person acting in
concert with Ganfeng:
-- has any interest in, or right to subscribe in respect of, or
any short position in relation to relevant securities of Bacanora,
including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person
to purchase or take delivery of relevant securities of Bacanora;
or
-- has any outstanding irrevocable commitment or letter of
intent with respect to relevant securities of Bacanora or borrowed
or lent any relevant securities of Bacanora (including any
financial collateral arrangements), save for any borrowed shares
which have been either on-lent or sold.
The references to the issued ordinary share capital of Bacanora
in this announcement are based on a figure of 384,144,901 Bacanora
Shares in issue as at close of business on 16 December 2021 (being
the latest practicable time and date prior to the date of this
announcement).
This announcement should be read in conjunction with the full
text of the Offer Document. Capitalised terms used but not de ned
in this announcement shall have the meanings given to them in the
Offer Document.
Enquiries
Ganfeng International Trading (Shanghai)
Limited
Roy Zhang Tong +86-02150809566-8004
Samuel Pigott +1 416 357 4681
Bacanora Lithium plc info@bacanoralithium.com
Peter Secker, CEO
Janet Blas, CFO
Peel Hunt (Financial Adviser to Bacanora) Tel: +44 (0)20 7418
8900
Ross Allister
Michael Nicholson
Oliver Jackson
Tavistock (PR Adviser to Bacanora) Tel: +44 (0)20 7920
3150
Jos Simson
Nick Elwes
Oliver Lamb
Cairn Financial Advisers LLP (Nominated Tel: +44 (0)20 7213
Adviser to Bacanora) 0880
Sandy Jamieson
Liam Murray
Teneo (Financial Adviser to Ganfeng) Tel: +44 (0)20 7260
2700
Chris Nicholls
Craig Lukins
Dom Young
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Bacanora and for no-one else in connection with the matters
referred to in this announcement and will not be responsible to any
person other than Bacanora for providing the protections afforded
to clients of Peel Hunt, nor for providing advice in relation to
the matters referred to herein. Neither Peel Hunt nor any of its
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Peel Hunt in connection with the matters referred to in this
announcement, or otherwise.
Teneo is acting for Ganfeng and no-one else in connection with
the Offer and will not be responsible to anyone other than Ganfeng
for providing the protections offered to clients of Teneo or for
providing advice in relation to the Offer, the contents of this
announcement or any matters referred to in this announcement. Teneo
is authorised and regulated in the United Kingdom by the Institute
of Chartered Accountants in England & Wales for a range of
investment business activities. Teneo is registered in England and
Wales with Company Number 13192958 and its registered office is 6
More London Place, London SE1 2DA. Teneo can be contacted at 60 St
Martin's Lane, London, WC2N 4JS.
Teacher Stern LLP is retained as UK legal adviser to
Ganfeng.
Gowling WLG (UK) LLP is retained as legal adviser to
Bacanora.
Addleshaw Goddard LLP is retained as UK legal adviser to
Teneo.
Important information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to sell or purchase any securities, or the solicitation
of any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise nor shall there be any sale, issuance or transfer of
securities of Bacanora in any jurisdiction in contravention of
applicable law. The Offer is being effected solely through the
Offer Document which contains the full terms and conditions of the
Offer. Any vote, decision in respect of, or other response to, the
Offer should be made only on the basis of the information contained
in the Offer Document. Each Bacanora Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences of the Offer applicable to them.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom to accept the
Offer may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
The availability of the Offer to persons who are not resident in
the United Kingdom may be restricted by the laws and/or regulations
of the relevant jurisdictions in which they are located. The Offer
has not been and will not be made available, directly or
indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction. Any persons who are subject
to the laws and regulations of any jurisdiction other than the
United Kingdom should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. Further details in relation
to Overseas Shareholders are contained in the Offer Document.
This announcement has been prepared pursuant to and for the
purpose of complying with the laws of England and Wales, the AIM
Rules, the Code and the Rules of the London Stock Exchange and the
information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance
with the laws and/or regulations of jurisdictions outside of
England and Wales.
The Offer has not been and will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility
of a national, state or other securities exchange of, a Restricted
Jurisdiction, and the Offer is not capable of acceptance by any
such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported acceptance of the Offer.
In accordance with normal UK practice, Ganfeng or its nominees,
or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Bacanora Shares,
other than pursuant to the Offer until the date on which the Offer
becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
The Offer relates to securities in a non-US company which is
registered in England and Wales which is admitted to trading on the
AIM market of the London Stock Exchange, and is subject to the
disclosure requirements, rules and practices applicable to such
companies, which differ from those of the United States in certain
material respects. This document has been prepared in accordance
with UK style and practice for the purpose of complying with the
laws of England and Wales. The Offer is being made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the
US Securities Exchange Act of 1934, as amended, subject to the
exemptions provided by Rule 14d-1 thereunder, and otherwise in
accordance with the requirements of the Code. Accordingly, the
Offer is subject to disclosure and other procedural requirements
that are different from those applicable under US domestic tender
offer procedures. US Bacanora Shareholders should note that
Bacanora is not listed on a US securities exchange, subject to the
periodic reporting requirements of the US Securities Exchange Act
of 1934, as amended, or required to, and does not, file any reports
with the US Securities and Exchange Commission thereunder.
It may be difficult for US Bacanora Shareholders to enforce
certain rights and claims arising in connection with the Offer
under US federal securities laws since Bacanora is located outside
the United States and its officers and directors reside outside the
United States. It may not be possible to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment. You should be aware that Ganfeng may purchase securities
otherwise than under the Offer, such as in open market or privately
negotiated purchases.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk , including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
Pursuant to Rule 26.1 of the Code, a copy of this announcement
and other documents in connection with the Offer will, subject to
certain restrictions, be available for inspection on Ganfeng's
website at www.ganfenglithium.com and on Bacanora's website at
www.bacanoralithium.com/investor-relations/ganfeng/ no later than
12 noon on the business day following this announcement. The
contents of the websites referred to in this announcement are not
incorporated into, and do not form part of, this announcement.
Requesting hard copy documents
Pursuant to Rule 30.3 of the Code, a person so entitled may
request a copy of this announcement and any information
incorporated into it by reference to another source in hard copy
form. A person may also request that all future documents,
announcements and information to be sent to that person in relation
to the Offer should be in hard copy form. For persons who receive a
copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent
unless so requested from Bacanora's registrars, Link Group, between
9.00 a.m. to 5:30 p.m. Monday to Friday (except UK public holidays)
on +44 (0) 371 664 0321 or by submitting a request in writing to
Link Group, 10th Floor, Central Square, 29 Wellington Street,
Leeds, LS1 4DL, United Kingdom. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international
rate. Please note that Link Group cannot provide any financial,
legal or tax advice and calls may be recorded and monitored for
security and training purposes.
Information relating to Bacanora Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Bacanora Shareholders and other
relevant persons for the receipt of communications from Bacanora
may be provided to Ganfeng during the Offer Period as required
under Section 4 of Appendix 4 of the Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments.
Time
All references to times shown in this announcement are to the
local time in London, United Kingdom, unless otherwise stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
OUPDZMMZVNZGMZG
(END) Dow Jones Newswires
December 17, 2021 02:00 ET (07:00 GMT)
Bacanora Lithium (LSE:BCN)
Historical Stock Chart
From Nov 2024 to Dec 2024
Bacanora Lithium (LSE:BCN)
Historical Stock Chart
From Dec 2023 to Dec 2024
