Sale of Kalahari Shares by Henderson (5104W)
31 Gennaio 2012 - 4:19PM
UK Regulatory
TIDMKAH
RNS Number : 5104W
CGNPC Uranium Resources Co., Ltd
31 January 2012
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
31 January 2012
RECOMMENDED CASH OFFER FOR KALAHARI MINERALS PLC ("Kalahari") BY
TAURUS MINERAL LIMITED ("Taurus") (A COMPANY FORMED AT THE
DIRECTION OF CGNPC URANIUM RESOURCES CO., LTD ("CGNPC-URC") AND THE
CHINA-AFRICA DEVELOPMENT FUND ("CADFund"))
Sale of Kalahari Shares by Henderson Alternative Investment
Advisor Limited and Henderson Global Investors Limited (together
"Henderson")
On 8 December 2011 CGNPC-URC announced that the boards of
Kalahari and CGNPC-URC had reached agreement on the terms of a
recommended cash offer for the entire issued and to be issued share
capital of Kalahari (the "Offer"), to be effected by means of a
takeover offer within the meaning of Part 28 of the Companies Act
(the "Announcement").
In the Announcement it was stated that Taurus had received
non-binding letters of intent from Henderson confirming its
intention to accept the Offer in respect of an aggregate 9,839,083
Kalahari Shares.
Between 16 December 2011 and 26 January 2012, Henderson sold
8,476,270 of its Kalahari Shares that were subject to the
non-binding letters of intent. Accordingly, on 27 January 2012 it
was announced that the non-binding letters of intent from Henderson
applied to an aggregate 1,362,813 Kalahari Shares.
Today, Taurus was notified by Henderson that, on 30 January
2012, Henderson sold the remaining 1,362,813 Kalahari Shares that
were subject to the non-binding letters of intent. Accordingly,
Henderson no longer holds any Kalahari Shares subject to the
non-binding letters of intent.
This announcement is being made in accordance with Rule
2.11(d)(ii) of the City Code.
Terms and expressions used in this announcement shall, unless
the context otherwise requires, have the same meanings as given to
them in the Announcement.
Enquiries:
Deutsche Bank (Financial adviser
to CGNPC-URC, CADFund and Taurus)
Omar Faruqui Tel: +44 20 7545 8000
Geoff Tarrant Tel: +61 28258 1234
Pei-Shen Chou Tel: +852 2203 8888
College Hill (Public Relations
adviser to CGNPC-URC and Taurus)
Tony Friend Tel: +44 20 7457 2020
Alexandra Roper
Henry Chow Tel: +852 3791 2289
_______________________________________________________________
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory
Authority) and authorised and subject to limited regulation by the
FSA. Details about the extent of Deutsche Bank AG's authorisation
and regulation by the FSA are available on request. Deutsche Bank
AG, London Branch (and its affiliates) are acting as financial
adviser to CGNPC-URC, CADFund and Taurus and no one else in
connection with the contents of this announcement and the Offer and
will not be responsible to any person other than CGNPC-URC, CADFund
and Taurus for providing the protections afforded to clients of
Deutsche Bank AG, London Branch (or its affiliates), nor for
providing advice in relation to the Offer or any matters referred
to herein.
Opening Position and Dealing Disclosure Requirements under the
Code
Under Rule 8.3(a) of the 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 paper 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 paper
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 paper 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 pm (London time) on the 10(th) business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th)
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 1 per cent. or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper 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 paper 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 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 paper
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.
Publication on websites
A copy of this announcement is and 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
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