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3 May 2011 UPDATE REGARDING POSSIBLE RECOMMENDED CASH OFFER BY...

  1. 149 Posts.
    3 May 2011

    UPDATE REGARDING POSSIBLE RECOMMENDED CASH OFFER BY CGNPC-URC FOR KALAHARI

    Further to the announcement on 7 March 2011 regarding a possible recommended cash offer for Kalahari Minerals plc ("Kalahari" or the "Company") by CGNPC Uranium Resources Co. Ltd. ("CGNPC-URC") at 290 pence per share, Kalahari
    confirms that it remains in discussions with CGNPC-URC regarding a possible offer for the Company.

    Following the tragic Japanese earthquake and tsunami and the resulting incident at the Fukushima Daiichi nuclear power plant, CGNPC-URC has had discussions with Kalahari on the terms and expected timing of the Possible Offer. Afterdiscussions between the parties it was agreed that the Panel Executive should be approached regarding a proposed reduction of the price of the Possible Offer to 270 pence per Kalahari Share.

    The Panel Executive has ruled that CGNPC-URC is not permitted to announce a firm offer for Kalahari at 270 pence per share, even with the agreement of the Kalahari Board, because under Rule 2.4(c) of the City Code on Takeovers and Mergers (the "City Code"), where a potential offeror announces indicative offer terms without reserving the right to make an offer at a lower level of consideration, any offer made by it for the offeree company during the offer period and three months thereafter must be on the same or better terms. CGNPC-URC and Kalahari chose not to reserve the right for CGNPC-URC, with the agreement of the Kalahari Board, to change the terms of the Possible Offer in the 7 March 2011 announcement.

    The Kalahari Board is appealing against the Panel Executive's ruling. The parties have entered into a deed of variation amending certain terms of the Implementation Agreement entered into on 7 March, including the postponement to 17 June 2011 of the date by which an announcement of a firm intention to make an offer must be made. This deed of variation is conditional upon a successful appeal of the Panel Executive's ruling.

    Even if an appeal is successful, there can be no certainty that an offer will be made. No offer will be announced on 3 May 2011 as previously anticipated.

    A further announcement will be made in due course.

    Note 7 on Rule 2.4 of the City Code requires the Company to clarify that this statement is being made by Kalahari with the consent of CGNPC-URC (1).

    Capitalised terms in this announcement have the meaning given in the 7 March 2011 announcement unless otherwise defined.

    (1) Kalahari has been asked to confirm by the Panel Executive that, notwithstanding this appeal, CGNPC-URC retains the right to make an offer for Kalahari at 290 pence per share, irrespective of the outcome of the appeal.

 
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