Further to the announcement on 10 November 2011 that Kalahari and CGNPC-URC remained in discussions in relation to a possible offer, the boards of Kalahari and CGNPC-URC are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Kalahari (the "Offer").
· Under the terms of the Offer, Kalahari Shareholders will receive 243.55 pence in cash for each Kalahari Share (the "Offer Price").
· The Offer Price values Kalahari's fully diluted share capital, including shares attributable to Options at approximately £632 million.
· The Offer will be conditional on, inter alia, acceptances being received in respect of more than 50 per cent. of Kalahari Shares on a fully diluted basis.
· The Offer Price represents:
o a premium of approximately 16.1 per cent. to the average Closing Price of 209.7 pence per Kalahari Share for the six months prior to and including 4 March 2011, being the latest practicable Business Day prior to the first announcement by CGNPC-URC of a possible offer for Kalahari; and
o a discount of approximately 1.0 per cent. to the Closing Price of 246 pence per Kalahari Share on 7 October 2011, being the latest practicable Business Day prior to the commencement of the Offer Period.
· The Offer Price has been determined on the basis that no dividend in respect of the Kalahari Shares will be declared or paid by Kalahari after the date of this announcement.
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