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BAO Baobab Res.

2.50
0.00 (0.00%)
28 Mar 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Baobab Res. LSE:BAO London Ordinary Share GB00B19HQ991 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.50 0.00 00:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Baobab Resources PLC Publication of Offer Document (6354I)

27/03/2015 7:00am

UK Regulatory


Baobab Resources (LSE:BAO)
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TIDMBAO

RNS Number : 6354I

Baobab Resources PLC

27 March 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

27 March 2015

Baobab Resources Plc

De-Listing Proposal

and

Recommended Cash Takeover Offer

by

Redbird Investments Limited

to acquire the entire issued and to be issued ordinary share capital of

Baobab Resources Plc

not already owned by Redbird or its associated entities

Publication of Offer Document

On 27 February 2015, the Independent Directors of Baobab Resources Plc ("Baobab" or the "Company") (AIM: BAO) announced that, following discussions with its major shareholder, Redbird Investments Limited ("Redbird"), a wholly owned investment vehicle of African Minerals Exploration & Development Fund SICAR, S.C.A. ("Fund I"), they have reached agreement on the terms of a proposal for seeking the cancellation of the admission of the Company's ordinary shares of 1 pence each ("Shares") to trading on the AIM Market of the London Stock Exchange ("AIM") (the "De-Listing") and the making of a cash offer for all of the Company's Shares not already owned by Redbird for a cash consideration of 6.0 pence per Share (the "Offer").

Further to the announcement of the Offer on 27 February 2015 (the "Announcement"), the Independent Directors of Baobab and Redbird are pleased to announce that the offer document containing the full terms of, and conditions to, the Offer and the procedures for acceptance (the "Offer Document") is being published and sent today to Baobab shareholders, persons with information rights and holders of options in Baobab, together with the Form of Acceptance for Baobab shareholders holding their Shares in certificated form.

As at the date of the Announcement, Redbird held 121,193,158 Shares representing approximately 35.4 per cent. of the issued share capital of the Company. Subsequent to the Announcement, Redbird has completed market purchases in respect of 18,848,644 Shares (the "Market Purchases"), and accordingly, currently holds 140,041,802 Shares representing 40.91 per cent. of the issued share capital of the Company.

The Market Purchases gave rise to an obligation for Redbird to make a mandatory offer for Baobab pursuant to Rule 9.1 (b) of the City Code on Takeovers and Mergers (the "Code"). However, the Panel on Takeovers and Mergers (the "Panel") has acknowledged these Shares were purchased by way of an inadvertent mistake and, having consulted with the Independent Directors, has granted a dispensation from the requirement to make an offer in accordance with Rule 9 of the Code subject to certain modifications to the terms of the Offer, being:

(i) Redbird has waived conditions (a) and (b) as set out in the Announcement regarding the operation of Baobab's business in the ordinary course and any material adverse change; and

(ii) the Offer is now conditional upon a minimum acceptance condition that valid acceptances are received which will result in Redbird and any person acting in concert with it holding Shares carrying more than 50.0 per cent of the voting rights then normally exercisable at general meetings of Baobab, as more fully described in Appendix 1 of the Offer Document, rather than a minimum acceptance condition of 72.31 per cent as stated in the Announcement.

The dispensation from the obligation to make a mandatory offer in accordance of Rule 9 of the Code is also subject to Redbird having agreed with the Panel that, in the event that the Offer does not become wholly unconditional, Redbird will dispose of the Shares acquired pursuant to Market Purchases following the lapse of the Offer in a manner satisfactory to the Panel.

The first closing date of the Offer is 17 April 2015 (the "First Closing Date"). The Offer will remain open until the later of (i) 1 May 2015 and (ii) 14 calendar days after becoming or being declared unconditional in all respects.

The procedure for acceptance of the Offer is set out in the Offer Document in Section C of Appendix 1 and in the Form of Acceptance for Baobab shareholders holding their Shares in certificated form, and in Section D of Appendix 1 for Baobab shareholders holding their Shares in uncertificated form

The Offer Document together with those documents listed in paragraph 10 of Appendix 4 to the Offer Document will be available on Baobab's website at www.baobabresources.com. For the avoidance of doubt, the content of such website is not incorporated into, and does not form part of, this announcement.

Enquiries:

 
 Baobab Resources Plc 
  Ben James (Managing Director)      Tel: +258 21 486 404 
  Jeremy Dowler (Chairman)           Tel: +44 1372 450529 
  Frank Eagar (Finance Director)     Tel: +27 76 753 5377 
 Canaccord Genuity Limited         Tel: +44 20 7523 8000 
  (NOMAD, broker and financial 
  adviser to the Independent 
  Directors) 
  Henry Fitzgerald-O'Connor 
  Chris Fincken 
  Ryan Gaffney 
 GMP Securities Europe             Tel: +44 20 7647 2800 
  LLP (financial adviser 
  to Redbird) 
  Richard Greenfield 
  Andrew Young 
 Tavistock (financial public       Tel: +44 20 7920 3150 
  relations to Baobab) 
  Emily Fenton / Nuala Gallagher 
 

Further Information

GMP Securities Europe LLP ("GMP") is acting as financial adviser to Redbird on the Offer. GMP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Redbird and no one else in connection with the Offer and will not regard any other person as its client in relation to the matters described herein and will not be responsible to anyone other than Redbird for providing the protections afforded to clients of GMP, nor for providing advice in relation to the Offer or any matter or arrangement referred to in this announcement.

Canaccord Genuity Limited is acting as financial and Rule 3 adviser to the Independent Directors on the Offer. Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Independent Directors and no one else in connection with the Offer and will not be responsible to anyone other than the Independent Directors for providing the protections afforded to clients of Canaccord Genuity Limited nor for providing advice in relation to matters described in this announcement, nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document and the Form of Acceptance accompanying the Offer Document, which contain the full terms and Conditions of the Offer, including details of how the Offer may be accepted. Any acceptance or other response to the proposals should be made on the basis of the information in the Offer Document.

Overseas Shareholders

Unless otherwise determined by Redbird or required by the Code (and permitted by applicable law and regulation), the Offer is not being made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national, state or other securities exchange of, any Restricted Jurisdiction (as defined in the Offer Document) and the Offer is not capable of acceptance by any such use, means, instrumentality or facilities, or from within any Restricted Jurisdiction, subject to certain exceptions.

Accordingly, unless otherwise determined by Redbird or required by the Code (and permitted by applicable law and regulation), copies of the Offer Document and the Form of Acceptance and any other document related to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed, transmitted or sent in or into or from any Restricted Jurisdiction and persons receiving the Offer Document, the Form of Acceptance and any other related document (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. In particular, the Offer will not be made, in or into or by the use of the mails of, or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, the United States or any area subject to its jurisdiction or any political division thereof, nor is it being made into any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or otherwise from within the United States or any other Restricted Jurisdiction. Accordingly, copies of the Offer Document and the Form of Acceptance are not being, and must not be, mailed or otherwise distributed or sent in, into or from the United States or any other Restricted Jurisdiction. Persons receiving the Offer Document (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it, or any other documentation relating to the Offer in, into or from the United States or any other Restricted Jurisdiction, and so doing may render any purported acceptance of the Offer invalid.

The release, publication or distribution of the Offer Document in jurisdictions other than in the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. The Offer Document has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

The ability of Shareholders who are not resident in and citizens of the United Kingdom to accept the Offer may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

The Offer Document has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if the Offer Document had been prepared in accordance with the laws and regulations of any jurisdiction outside England. Any person (including, without limitation, any nominee, trustee or custodian) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Offer Document and/or any related document to any jurisdiction outside the United Kingdom should read paragraph 12 of Part II and paragraph 7 of Part B of Appendix 1 to the Offer Document before taking action.

Forward looking statements

The Offer Document (including information incorporated by reference into the Offer Document), oral statements made regarding the Offer, and other information published by Redbird and Baobab and the Independent Directors contain statements that are or may be deemed to be "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of Redbird and/or Baobab and/or the Independent Directors about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer on Redbird and/or Baobab, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in the Offer Document other than historical facts. Forward looking statements may (but will not always) include, without limitation, statements typically containing words such as "targets", "plans", "aims", "intends", "expects", "anticipates", "believes" "estimates", "will", "may", "budget", "forecasts" and "should" and words or terms of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Redbird or Baobab. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those projected or implied in the forward-looking statements.

Investors should not place undue reliance on any forward-looking statements and none of Redbird, any member of the Redbird Group, nor Baobab, any member of the Baobab Group, nor the Independent Directors, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required, or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward looking statement in the Offer Document will actually occur.

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 not later than 3.30 pm (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by not later than 3.30 pm (London time) on the tenth 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, 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 not later than 3.30 pm (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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents and all information incorporated into the Offer Document by reference to another source in hard copy form. Such person may request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.

Copies of the Offer Document and all future documents, announcements and information required to be sent to persons in relation to the Offer may be requested from Share Registrars Limited by way of written request to Share Registrars Limited, Suite E, First Floor, 9 Lion & Lamb Yard, Farnham, Surrey GU9 7LL or by calling Share Registrars Limited on 01252 821 390 from within the UK or on +44 1252 821 390 if calling from outside the UK. Calls to the 01252 821390 number will be charged at your network provider's standard rate. Lines are open 9.00 am to 5.30 pm (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Publication on websites

A copy of the Offer Document will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Baobab's website at www.baobabresources.com from 27 March 2015 until the end of the Offer. For the avoidance of doubt, the contents of this website are not incorporated and do not form part of the Offer Document.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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