TIDMBCN
RNS Number : 0190W
Bacanora Lithium PLC
17 December 2021
17 December 2021
Bacanora Lithium plc
("Bacanora" or the "Company")
Distribution of Zinnwald Shares
Issue of New Ordinary Shares and Board Changes
Bacanora Lithium plc (AIM: BCN) announces that, further to the
announcement earlier today by Ganfeng International Trading
(Shanghai) Limited ("Ganfeng") that the recommended cash offer (the
"Offer") by Ganfeng for the entire issued and to be issued ordinary
share capital of Bacanora not already owned by Ganfeng has become
unconditional, the distribution of Zinnwald Shares to Bacanora
Shareholders will now be made.
The Offer by Ganfeng was set out in an offer document ("Offer
Document") sent to shareholders on 15 September 2021. The Offer was
suspended on 22 October 2021 as a result of the Mexican Antitrust
Clearance Condition to the Offer not having yet been satisfied or
waived. Ganfeng has today announced that it has satisfied the
Mexican Antitrust Clearance Condition, all other conditions of the
Offer have been satisfied or waived, and that therefore the Offer
has become unconditional.
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, so that for each Bacanora Share a Bacanora
Shareholder will receive 0.23589 Zinnwald Shares (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 today
announces that is has approved 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.
Bacanora Shareholders who hold their Bacanora Shares in
certificated form will receive their Zinnwald Shares in
certificated form, and Bacanora Shareholders who hold their
Bacanora Shares in uncertificated form (i.e. in CREST) will receive
their Zinnwald Shares in uncertificated form (i.e. through
CREST).
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.
However, unless the counterparties specifically agree otherwise,
a buyer of Bacanora Shares ahead of the Ex-Date (as set out in the
below table) will also acquire the benefit of the Zinnwald
Distribution, and the seller will need to pass the benefit of the
Zinnwald Distribution to the buyer, even if the seller remains as
the registered owner of the Bacanora Shares on the Record Date.
A summary of the expected timetable for the Zinnwald
Distribution is set out below:
Record Date 6.00 p.m. on 17 December 2021
Ex-Date 20 December 2021
------------------------------
Distribution Date 22 December 2021
------------------------------
CREST accounts credited 22 December 2021
------------------------------
ZLP share certificates 10 January 2022
dispatched by
------------------------------
As the Offer has become unconditional, and in accordance with
the terms of the offer made to them by Ganfeng under Rule 15 of the
Code, participants of the 2009 Option Scheme have today been
allotted and issued the following number of new Bacanora Shares and
have accepted the Offer in respect of such Bacanora Shares.
Optionholder Number of Bacanora
Shares
Peter Secker 421,288
-------------------
Mark Hohnen 330,940
-------------------
Eric Carter 1,133,369
-------------------
Janet Blas 1,106,004
-------------------
Total 2,991,601
-------------------
As envisaged in the Offer Document, each of the Independent
Directors, Mark Hohnen, Jamie Strauss, Eileen Carr, Andres
Antonius, and Graeme Purdy have tendered their resignations as
Directors with immediate effect, which have been accepted by the
Company. Peter Secker and Junichi Tomono will remain on the Board
together with Wang Xiaoshen who represents the interests of Ganfeng
on the Board.
Capitalised terms used but not de ned in this announcement shall
have the meanings given to them in the Offer Document.
** ENDS **
For further information please visit www.bacanoralithium.com or
contact:
Bacanora Lithium plc info@bacanoralithium.com
Peter Secker, CEO
Janet Blas, CFO
Cairn Financial Advisers LLP,
Nomad
Sandy Jamieson / Liam Murray +44 (0) 20 7213 0880
Peel Hunt (Financial Adviser Tel: +44 (0)20 7418
to Bacanora) 8900
Ross Allister
Michael Nicholson
Oliver Jackson
Citigroup Global Markets,
Joint Broker
Tom Reid / Andrew Miller-Jones
/ Matthew Kenney +44 (0) 20 7986 4000
Canaccord Genuity, Joint Broker
James Asensio / Thomas Diehl +44 (0) 20 7523 8000
Tavistock, Financial PR Adviser Bacanora@tavistock.co.uk
Jos Simson / Nick Elwes / +44 (0) 20 7920 3150
Oliver Lamb
Notes to editors
Bacanora Lithium Plc is an AIM-listed (ticker 'BCN') lithium
development company. The Company is focused on building, in
collaboration with its major shareholder and offtake partner,
Ganfeng Lithium (the world's largest lithium metals producer), a
35,000 tonne per annum open pit lithium carbonate operation at its
flagship asset, the Sonora Lithium Project in Mexico. The Sonora
Lithium Project has 8.8 million tonnes of lithium carbonate
(Li2CO3) equivalent resources, with an approximate 250-year
resource life, as detailed in its December 2017 Feasibility
Study.
Sonora Lithium Ltd ("SLL") is the operational holding company
for the Sonora Lithium Project and is owned 50% by Bacanora and 50%
by Ganfeng Lithium Co., Ltd. SLL owns 100% of the La Ventana
concession. The La Ventana concession accounts for 88% of the mined
ore feed in the Sonora Feasibility Study which covers the initial
19 years of the project mine life. SLL also owns 70% of the El Sauz
and Fleur concessions.
Bacanora also owns 30.9% of Zinnwald Lithium Plc (AIM: ZNWD),
which in turn owns the Zinnwald Lithium Project and the Falkenhaim,
Altenberg and Sadisdorf Licences in southern Saxony, Germany.
Important notice
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the sole responsibility of Bacanora.
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END
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December 17, 2021 03:05 ET (08:05 GMT)
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