Nioko Resources Corporation Replacement: Acceptance Level Update

RNS Number : 5033V

Nioko Resources Corporation

31 January 2025

 

GENERAL TEXT AMENDMENT

The following amendment(s) has (have) been made to the 'Acceptance Level Update' announcement released on 31 January 2025 at 7.00 am (London time) under RNS No 3755V.

(1)  Inclusion of wording to demonstrate that Hummingbird Shares accepted pursuant to irrevocable undertakings are included within the wider number of Hummingbird Shares subject to acceptance.

(2)  Deletion of repetitive wording relating to the number of valid acceptances.

(3)  Clarification that the offer period under the Takeover Code ends on 3 February 2025 at 5.00 pm (London time).

(4)  Inclusion of the number of Hummingbird Shares held by Nioko.

(5)  Clarification that settlement in respect of acceptances received before 3 February 2025 at 5.00 pm (London time) will not be effected until 5.00 pm (London time) on 17 February 2025.

All other details remain unchanged.

The full amended text is shown below.

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

THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE. THE OFFER DOCUMENT CONTAINS THE FULL TERMS OF THE OFFER, INCLUDING DETAILS OF HOW TO ACCEPT THE OFFER. ANY RESPONSE TO THE OFFER SHOULD BE MADE SOLELY ON THE BASIS OF THE INFORMATION CONTAINED IN THE OFFER DOCUMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

FOR IMMEDIATE RELEASE

31 January 2025

Unconditional Recommended Cash Offer
for

Hummingbird Resources plc

by

Nioko Resources Corporation

Acceptance Level Update

Introduction

On 16 December 2024, the boards of each of Nioko and Hummingbird announced that they had reached agreement on the terms of a recommended all cash offer to be made by Nioko for the entire issued and to be issued share capital of Hummingbird not already owned, or agreed to be acquired, by Nioko (the Offer). 

On 2 January 2025, the boards of Hummingbird and Nioko announced that the Offer, once made, would be unconditional from the outset.

On 13 January 2025, the full terms and conditions of the Offer and the procedures for acceptance (the Offer Document), together with the related Form of Acceptance, were published and posted to Hummingbird Shareholders (and for information purposes, to holders of options under any Hummingbird Share Plan and persons with information rights). The Offer Document and the Form of Acceptance are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at Hummingbird's website (www.hummingbirdresources.co.uk).

 

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the Offer Document.

 

Acceptance level update

 

In accordance with Rule 17 of the Takeover Code, Nioko is pleased to announce that, as at 6.00 p.m. (London time) on 30 January 2025 (being the last Business Day prior to the date of this announcement), valid acceptances of the Offer (Valid Acceptances) had been received in respect of a total of 122,717,867 Hummingbird Shares, representing approximately 7.32 per cent. of Hummingbird's existing issued share capital. Of these 122,717,867 Hummingbird Shares, 1,440 Hummingbird Shares have been accepted pursuant to irrevocable undertakings to accept.

 

The percentages of Hummingbird Shares referred to in this announcement are based on figures of 1,674,388,481 Hummingbird Shares in issue as at close of business in London on 30 January 2025 (being the last Business Day prior to the date of this announcement), in accordance with information publicly available to Nioko as at the date of this announcement.

 

As at 5.00 p.m. on 30 January 2025, Nioko had the following interests in relevant Hummingbird Shares (inclusive of 122,717,867 Valid Acceptances): 

Name	Nature of interest	Number of Hummingbird Shares	Percentage of Hummingbird's issued share capital
Nioko	Interest in securities	1,325,030,506	79.14%

 

 

Cancellation of the shares and recommendation for Hummingbird Shareholders to accept

 

As at the date of this announcement, the level of acceptances in relation to the Offer are such that on closing of the Offer the holding of Nioko would be in excess of 75%, and so Hummingbird intends to make an application to the London Stock Exchange for the cancellation of the admission to trading of Hummingbird Shares on AIM (the Cancellation). As soon as possible after the Cancellation, it is intended that Hummingbird will be re-registered as a private limited company.

 

The (i) Cancellation and re-registration of Hummingbird as a private limited company and (ii) the closing of the Offer would mean that Hummingbird Shares would no longer remain tradeable on AIM and liquidity in, and marketability of, the Hummingbird Shares would be more limited, and holdings of Hummingbird Shares would be difficult to value and to trade. Hummingbird Shareholders are reminded of the Independent Hummingbird Directors' recommendation that all Hummingbird Shareholders accept the Offer.

 

Offer remains open and action to be taken by Hummingbird Shareholders

The offer period under the Takeover Code will end on 3 February 2025. The Offer will, however, remain open for acceptances until 1.00 pm (London time) on the closing date, with shareholders receiving at least 14 days' notice prior to the specified closing date. Hummingbird Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the following procedures.

The Offer Document (including any documents incorporated into it by reference) should be read as a whole and in conjunction with the accompanying Form of Acceptance.

 

Hummingbird Shareholders' attention is drawn to the letter from the Executive Chairman of Hummingbird in Part 2 (Letter from the Chair of Hummingbird Resources plc) of the Offer Document, which contains the recommendation of the Independent Hummingbird Directors that they accept the Offer.

 

If Hummingbird Shareholders wish to accept the Offer in respect of Hummingbird Shares held in uncertificated form (that is, shares held in CREST), acceptance should be made electronically through CREST by following the procedure set out in paragraph 15.2 of Part 1 (Letter from Nioko) of the Offer Document, so that the TTE instruction settles as soon as possible and, in any event, no later than 1.00 p.m. (London time) on the Closing Date.

 

If Hummingbird Shareholders wish to accept the Offer in respect of Hummingbird Shares held in certificated form, they should complete, sign and return the Form of Acceptance in accordance with the instructions printed on it and set out in paragraph 15.1 of Part 1 (Letter from Nioko) of the Offer Document, together with any appropriate document(s) of title, so as to be received by post to the Receiving Agent, Link Group, Corporate Actions, at Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and in any event so as to be received by no later than 1.00 p.m. (London time) on the Closing Date.

 

The attention of Hummingbird Shareholders is drawn to the letter from Nioko set out in Part 1 (Letter from Nioko) of the Offer Document. Hummingbird Shareholders' attention is also drawn to the further information contained in the Offer Document and, in particular, to the further terms in Part 3 (Further terms of the Offer and Acceptances), the information on Nioko and the Hummingbird Group in Part 4 (Additional Information) (including the information on United Kingdom taxation in Part C of Part 4 (Additional Information)) of the Offer Document.

 

Interests in securities

Save as disclosed in this announcement, as at the close of business in London on 30 January 2025, neither Nioko, nor any Nioko Director, nor, so far as the Nioko Directors' are aware, any other person acting, or deemed to be acting, in concert with Nioko:

·      had any interest in, or right to subscribe in respect of, any relevant Hummingbird securities;

 

·      had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or any right to require another person to take purchase or take delivery of relevant Hummingbird securities;

 

·      had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant Hummingbird securities; or

 

·      had borrowed or lent any relevant Hummingbird securities, save for any borrowed shares which have been either on-lent or sold.

Settlement

Settlement of the consideration to which any Hummingbird Shareholder is entitled under the Offer in respect of: (i) further acceptances received complete in all respects before 3 February 2025 (by 1.00 pm (London time)) will be effected by 17 February 2025), and (ii) further acceptances received complete in all respects after 1.00 pm (London time) on 3 February 2025, will be effected within a period of 14 calendar days from acceptance.

Hummingbird Shareholders should note that if they accept the Offer while the Offer remains open, they will receive the consideration in respect of their Hummingbird Shares within 14 calendar days of receipt of such acceptance (unless acceptance is received at any time before 1.00 pm (London time) on 3 February 2025, in which case settlement of the consideration shall be effected by 17 February 2025).

Shareholder helpline

If you have further questions on the Offer, there is a Shareholder Helpline available between the hours of 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) or by email at [e-mail]. The Shareholder Helpline is operated by Link Group on Tel: [phone] from the UK and [phone] from overseas. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Link Group, as operator of the Shareholder Helpline, will only be able to provide information contained in the Offer Document and cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Enquiries:

Geoff Eyre, CEO Thomas Hill, FD Edward Montgomery, CD	Hummingbird Resources plc	Tel: [phone]
Callum Stewart Varun Talwar	Stifel Nicolaus Europe Joint Financial Adviser to Hummingbird	Tel: [phone]
James Spinney James Dance Ritchie Balmer David Asquith	Strand Hanson Limited Joint Financial Adviser & Nominated Adviser to Hummingbird	Tel: [phone]
Andrew Chubb Franck Nganou	Hannam & Partners Joint Financial Adviser to Nioko	Tel: [phone] Email: [e-mail]
Filipe Martins	SCP Resource Finance LP Joint Financial Adviser to Nioko	Tel: [phone] Email: [e-mail]
Bobby Morse Oonagh Reidy George Pope	Buchanan  PR Adviser to Hummingbird	Tel: [phone] Email: [e-mail]
Jos Simson Gareth Tredway	Tavistock PR Adviser to Nioko	Tel: [phone]

 

Further information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of an offer, invitation or the solicitation of an offer to purchase or subscribe, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in Hummingbird in any jurisdiction in contravention of applicable law. The Offer will be made solely pursuant to the terms of the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Any decision in respect of, or other response to, the Offer, should be made only on the basis of information contained in the Offer Document.

This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the FSMA if you are resident in the UK or, if not, from another appropriately authorised independent financial adviser.

Disclaimers

Stifel Nicolaus Europe Limited (Stifel) which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Hummingbird and for no one else in connection with the subject matter of this document and will not be responsible to anyone other than Hummingbird for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this document. Neither Stifel, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with this document, any statement contained herein or otherwise.

Strand Hanson Limited (Strand Hanson), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Hummingbird and for no one else in connection with the subject matter of this document and will not be responsible to anyone other than Hummingbird for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this document. Neither Strand Hanson, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson in connection with this document, any statement contained herein or otherwise.

H&P Advisory Ltd (Hannam & Partners), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Nioko and for no one else in connection with the subject matter of this document and will not be responsible to anyone other than Nioko for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this document. Neither Hannam & Partners, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Hannam & Partners in connection with this document, any statement contained herein or otherwise.

SCP Resource Finance LP (SCP Resource Finance), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Nioko and for no one else in connection with the subject matter of this document and will not be responsible to anyone other than Nioko for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this document. Neither SCP Resource Finance, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SCP Resource Finance in connection with this document, any statement contained herein or otherwise.

Overseas Shareholders

Unless otherwise determined by Nioko or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made available, in whole or in part, directly or indirectly, in or into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction, and as of the date of the Offer Document and the accompanying Form of Acceptance, Nioko contemplates extending the Offer to Canadian residents and U.S. residents pursuant to exemptions from the respective take-over bid and tender offer requirements under Canadian and U.S. securities laws. Copies of the Offer Document and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not mail, or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported acceptance of the Offer. Unless otherwise permitted by applicable law and regulation, the Offer may not be made directly or indirectly, in or into, or by the use of mails 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 any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

This document, the Offer Document and the accompanying Form of Acceptance have been prepared for the purposes of complying with English law, the applicable requirements of the Companies Act, the Takeover Code, the Panel, the FCA and the London Stock Exchange and applicable securities law 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 other jurisdiction (in particular, in Canada). Readers are reminded that the Offer has not been approved or disapproved by any securities regulatory authority in Canada nor has any securities regulatory authority in Canada passed upon the fairness or merits of such Offer or upon the accuracy or adequacy of the information contained in the Offer Document.

Notice to U.S. holders of Hummingbird Shares

The Offer is being made for the securities of an English company that is listed on the London Stock Exchange by means of a contractual takeover offer under the Takeover Code and English law and is subject to disclosure requirements and practices that are different, in some cases materially, from the tender offer rules of the United States. The financial information included in the Offer Document has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

For U.S. holders of Hummingbird Shares, the receipt of cash pursuant to the terms of the Offer as consideration for the transfer of their Hummingbird Shares, may be treated as a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Hummingbird Shares is urged to consult with its own legal, tax and financial advisers in connection with making a decision regarding this transaction and as to the U.S. federal, and applicable U.S. state, local, and foreign, tax consequences to it of the transaction contemplated hereby in light of such holders' specific circumstances.

For purposes of the U.S. Exchange Act, it is intended that the Offer be made pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act and benefitting from exemptions available to "Tier I" cross-border tender offers. Accordingly, the Offer will be subject to disclosure and other procedural requirements under the applicable laws of the United Kingdom, including with respect to offer timetable, settlement procedures and timing of payments that may be materially different from those applicable under U.S. domestic tender offer procedures and law, and certain rules applicable to tender offers made into the United States, including rules promulgated under Section 14(d), Section 14(e)(1) and Section 14(e)(2) of the U.S. Exchange Act, do not apply.

Once the Offer closes, Nioko will acquire all Hummingbird Shares that have by that time been validly tendered (or deemed to have been validly tendered) in acceptance of the Offer and will, in accordance with the Takeover Code, settle the relevant consideration for all such accepted Hummingbird Shares (other than in respect of Hummingbird Shares acquired pursuant to a Hummingbird Hummingbird Share Plan, in respect of which settlement with the relevant Hummingbird Shareholders will be effected through payroll or such other method as may be determined by Hummingbird or Nioko) within 14 days of such date, rather than the three trading days that U.S. investors may be accustomed to in U.S. domestic tender offers.

To the extent permitted by the Takeover Code and applicable law, in accordance with normal UK practice and Rule 14e-5(b) under the U.S. Exchange Act, Nioko and its nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Hummingbird Shares, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. Also, to the extent permitted by the Takeover Code and applicable law in accordance with normal UK practice and Rule 14e-5(b) of the U.S. Exchange Act, Stifel, Hannam & Partners and SCP Resource will continue to act as exempt principal traders in Hummingbird Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

Neither the SEC nor any US state securities commission has approved or disapproved of this transaction or passed upon the merits or fairness of such transaction or passed upon the adequacy of the information contained in the Offer Document. Any representation to the contrary is a criminal offence. Nioko is an investment company registered in the Trade and Personal Property Credit Register of Burkina Faso. The Nioko Directors are residents of countries other than the United States and are not citizens of the United States. As a result, it may be difficult for investors to effect service of process within the United States upon the Nioko Directors or otherwise compel Nioko, Hummingbird or their respective directors, officers and affiliates to subject themselves to the jurisdiction and judgment of a U.S. court. It may not be possible to sue Nioko or Hummingbird, or any of their respective directors, officers or affiliates, in a non-U.S. court for violations of U.S. securities laws. There is doubt as to the enforceability in the United Kingdom, in original actions or in actions for enforcement of judgments of the U.S. courts, of civil liabilities predicated upon U.S. federal securities laws.

Dealing disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is "interested" in 1 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 no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th 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 Takeover Code, any person who is, or becomes, interested in 1 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 no later than 3.30 p.m. (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. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward-looking statements

This document (including information incorporated by reference into this document), oral statements made regarding the Offer and other information published by Nioko, and/or Hummingbird or members of the Hummingbird Group may contain "forward-looking statements" relating to Nioko, Hummingbird and the Hummingbird Group and the business sectors in which they operate. Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions and the behaviour of other market participants. Neither Nioko, Hummingbird or the Hummingbird Group can give any assurance that the forward-looking statements will prove to have been correct. You should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this document. Neither Nioko, Hummingbird nor the Hummingbird Group undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Profit forecasts

No statement in this document (including any statement of estimated costs savings or synergies) is intended as a profit forecast or estimate of the future financial performance of Nioko or the Hummingbird Group for any period and, in particular, no statement in this document should be interpreted to mean that earnings or earnings per share or dividend per share for Nioko or the Hummingbird Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Hummingbird or otherwise.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Hummingbird Shareholders, persons with information rights and other relevant persons for the receipt of communications from Hummingbird may be provided to Nioko during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on website and availability of hard copies

A copy of this document is and will be available free of charge, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions, for inspection on Hummingbird's website at www.hummingbirdresources.co.uk, by no later than 12.00 p.m. (London time) on the date following publication of this document and during the course of the Offer. For the avoidance of doubt, unless otherwise stated, neither the contents of Hummingbird's website nor the contents of any website accessible from hyperlinks on Hummingbird's website (or any other websites referred to in this document) are incorporated into, or form part of, this document.

Pursuant to Rule 30.3 of the Takeover Code, you may, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions, request a hard copy of the Offer Document and all information incorporated into the Offer Document by submitting a request in writing to Hummingbird's registrars, Link Group, on Tel: [phone] from the United Kingdom (UK) or [phone] from overseas or by post at Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales), or by email at [e-mail].

All references to time in this document are to London time.

Hummingbird Shareholders may also, subject to certain restrictions relating to persons resident or located in Restricted Jurisdictions, request that all future documents, announcements and information sent to them in relation to the Offer be in hard copy form. A hard copy of such document (including this document), announcement or information will not be sent unless so requested.

Rounding

Certain figures included in this document have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

 

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