REG - CGNPC Uranium ResrcKalahari Minerals - WITHDRAWAL OF POSSIBLE OFFER
* Reuters is not responsible for the content in this press release. Tue May 10, 2011 1:23pm EDT
RNS Number : 3379G CGNPC Uranium Resources Co., Ltd 10 May 2011
10 May 2011
WITHDRAWAL OF POSSIBLE OFFER FOR KALAHARI MINERALS PLC
On 7 March 2011 CGNPC Uranium Resources Co., Ltd. ("CGNPC-URC") announced a possible recommended cash offer for Kalahari Minerals plc ("Kalahari").
Following the announcement that the Hearings Committee of the Panel has ruled that CGNPC-URC is not permitted to reduce the price of its possible offer from 290 pence per Kalahari share, CGNPC-URC announces today that it no longer wishes to make an offer for Kalahari on the terms announced on 7 March 2011.
For the purposes of Rule 2.8 and other relevant provisions of the City Code on Takeovers and Mergers (the "Code"), CGNPC-URC reserves the right to announce an offer or possible offer or make or participate in an offer or possible offer for Kalahari and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code within the next six months, in the event that:
a) an agreement or recommendation from the board of Kalahari is forthcoming; or
b) there is an announcement of: (i) an offer; (ii) a possible offer; or (iii) an approach by a third party for Kalahari; or
c) Kalahari announces a "whitewash" proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover; or
d) Kalahari or Extract Resources Ltd. ("Extract") undertakes or announces an intention to undertake any transaction which would result in Kalahari's current 42.79 per cent interest in Extract being materially reduced; or
e) Extract undertakes or announces an intention to undertake any transaction which would result in Extract's direct or indirect interest in the Husab Uranium Project being materially reduced, or an Extract shareholder meeting is convened to vote on any such transaction; or
f) there is an announcement of: (i) an offer; (ii) a possible offer; or (iii) an approach by a third party for Extract; or
g) there is a material change of circumstances.
Under Rule 2.4(c), where a potential offeror announces indicative offer terms, any offer made by it for the offeree company must be on the same or better terms. Under Note 6 on Rule 2.4, the restriction imposed by Rule 2.4(c) normally applies for a period of three months following the end of the offer period. The Panel Executive has confirmed in this case that: (i) during the three month period following the date of this announcement, CGNPC-URC is not permitted to announce a firm offer for Kalahari at less than 290 pence per share even with the agreement of the board of Kalahari; and (ii) this restriction will not apply in the event that the circumstances described in any of paragraphs (b) to (g) above occur during this three month period.
This announcement is made in accordance with Rule 2.8 of the Code.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities. This announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Publication on website
A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on CGNPC-URC's website at www.cgnurc.com.cn.
This information is provided by RNS The company news service from the London Stock Exchange
END
EXT Price at posting:
$7.70 Sentiment: Buy Disclosure: Held
(20min delay)