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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Afriore | LSE:AFO | London | Ordinary Share | VGG0115X1024 | COM SHS NPV |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 386.90 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
AfriOre Announces an All-Cash Take-Over Bid by Lonmin to Acquire AfriOre TSX/AIM: AFO ROAD TOWN, British Virgin Islands, Nov. 14 /CNW/ - AfriOre Limited ("AfriOre" or the "Company") (TSX/AIM: AFO) is pleased to announce that it has entered into a binding agreement (the "Agreement") whereby Lonmin Plc ("Lonmin") will acquire AfriOre by means of a cash offer to shareholders at CDN$8.75 (approximately US$7.74 or GBP(pnds stlg)4.07) per AfriOre share. The transaction will combine Lonmin's extensive operational experience in platinum mining, smelting and refining with AfriOre's 74% interest in the Akanani Platinum Project ("Akanani"). The transaction has been approved unanimously by the boards of directors of Lonmin and AfriOre. Under the terms of the Agreement, AfriOre's directors have undertaken to recommend the transaction to its shareholders, which is to be structured as a take-over bid for all of the outstanding common shares of AfriOre, including shares issuable pursuant to the exercise of options and other convertible securities. AfriOre's common shareholders will receive CDN$8.75 for each issued share of AfriOre, which represents a premium of 14.3% based on the 30 day volume-weighted average trading price of AfriOre's shares on the TSX. The Agreement is subject to certain conditions, including completion of the definitive agreement, the directors and officers of AfriOre having entered into lock-up agreements with Lonmin under which they agree to tender an aggregate of at least 1,500,000 shares of AfriOre to the bid, satisfactory technical and legal due diligence by Lonmin and the receipt of all regulatory approvals. AfriOre has received an opinion from its financial advisor, Toronto-based Westwind Partners Inc., that the consideration offered by Lonmin is fair from a financial point of view to the shareholders of AfriOre. Lonmin will be required to deliver a formal take-over bid circular and commence the formal offer within 15 business days after the execution of the definitive agreement. Pursuant to the Agreement from the date of this announcement until the earlier of the date of execution of the definitive agreement and December 22, 2006, (the "Interim Period"), AfriOre has agreed, inter alia, not to issue any shares or other securities (save for shares issuable upon exercise of any outstanding options as at the date hereof) or to grant any new options. AfriOre has also agreed, during the Interim Period, to customary standstill undertakings not to solicit or invite alternative bids or other acquisition proposals. Such undertakings, however, would not prevent the board of directors of AfriOre from discharging their fiduciary duties to consider any unsolicited alternative higher offers. AfriOre has agreed to pay Lonmin a break fee of CDN$15 million if the Lonmin transaction does not proceed in certain circumstances. Each AfriOre director who holds shares or options in AfriOre, together with other shareholders representing in aggregate 6.4% of the outstanding common shares of AfriOre on a fully diluted basis, have indicated their intentions to enter into lock-up agreements with Lonmin and to tender their shares to the bid, subject to limited exemptions, including where a superior offer is made by a third party. Warren Newfield, President and CEO of AfriOre, said "We are pleased to have received the offer from Lonmin, which the board of AfriOre will recommend to shareholders to accept. We believe that this represents the optimum route to maximize value for AfriOre shareholders and other stakeholders, and to ensure steady progress towards mine development at Akanani. Akanani is a large and attractive platinum project, which will benefit significantly from Lonmin's extensive experience and skills base in the platinum industry." Full details of the offer will be included in the formal offer and take-over circular to be filed with the regulatory authorities and mailed to AfriOre shareholders in accordance with applicable securities laws. The offer is expected to remain open for at least 35 days following the commencement of the offer and will be subject to certain conditions relating to receipt of requisite regulatory approvals, the absence of any material changes and acceptance of the offer by AfriOre shareholders owning not less than 66 2/3% of the AfriOre common shares on a fully-diluted basis. AfriOre will apply to delist from the AIM and TSX with effect from completion of the offer. About Lonmin Plc Lonmin is the third largest platinum producer in the world. Domiciled in the UK, the Company is listed on both the London and Johannesburg Stock Exchanges, capitalised at US$8 billion and is a constituent of the FTSE 100. In the year to September 30 2006, Lonmin's South African operations produced 947,795 ounces of platinum and 1,807,044 ounces of total platinum group metals. On October 9, 2006, Lonmin became the first platinum major to convert its old order mining rights into new order mining rights for the Group's Marikana operations, ensuring the viable future of these operations which currently constitute around 95% of Lonmin's annual production. Lonmin is advised by BMO Capital Markets. About AfriOre Limited AfriOre is listed on both the Toronto Stock Exchange and the London Stock Exchange's Alternative Investment Market. The Company is focused on its 74%-owned, 4,095 ha Akanani Platinum Project, located on the Northern Limb of South Africa's Bushveld Complex. AfriOre's Exploration and Management Team has extensive experience in platinum projects in South Africa, where the Company maintains aggressive exploration and acquisition programs. AfriOre's Management has a successful history of creating shareholder value through the exploration and advancement of projects. AfriOre has a treasury of approximately CDN$ 24.1M. The Company has 51,089,721 shares outstanding and 57,058,401 shares fully diluted. For additional information on AfriOre visit the Company's website at www.afriore.com. For further information: AfriOre Limited Contact: Fiona Childe, Ph.D., P.Geo., VP Corporate Comm., Tau Capital Corp., Tel: (416) 361-9636 x 227, Email: fchilde(at)taucapital.com; Nominated Adviser to AfriOre Limited: Richard Thompson, Freddy Crossley, Corporate Finance, Charles Stanley Securities, Tel : +44 207 149 6000; Lonmin Plc Contact: Alex Shorland-Ball, VP IR & Communications, Lonmin Plc, +44 (0) 20 7201 6060, Email: Alex.Shorland-Ball(at)lonmin.com (AFO) END
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