Recommended Offer for Sheba (1199K)
11 Julio 2011 - 1:00AM
UK Regulatory
TIDMCEY
RNS Number : 1199K
Centamin Egypt Limited
11 July 2011
Centamin Egypt Limited ("Centamin" or "the Company")
(LSE:CEY, TSX:CEE)
Centamin Makes Recommended Offer for Sheba
Centamin Egypt Limited ("Centamin" or the "Company"), the gold
mining group in Egypt, is pleased to announce that it has reached
agreement with Sheba Exploration (UK) Plc ("Sheba") on the terms of
a recommended offer ("Offer") to be made by Centamin for the entire
issued and to be issued share capital of Sheba ("Sheba
Shares").
Information on Sheba
Sheba, which is a UK registered company, is listed on the
PLUS-quoted Market (PLUS:SHE) and operates through its sole
subsidiary, Sheba Exploration Limited, in Ethiopia. Sheba owns and
operates three gold and base metal exploration licences in the
regional state of Tigray, in Northern Ethiopia.
Background to the Offer
It is Centamin's stated strategy to grow its portfolio of assets
beyond its Sukari gold project in Egypt. Sheba's licences lie
within the Arabian Nubian Shield which hosts not only Centamin's
14.5 million ounce resource at Sukari, but other significant gold
and copper deposits. The proposed acquisition of Sheba by Centamin
represents the Company's initial strategic move in diversifying
into regions that provide good opportunity for value growth through
exploration and development success.
The Offer
The Offer, which is subject to the further terms and conditions
set out in the Offer Document and Form of Acceptance, is being made
on the basis of:
-- a cash payment of 3.0 pence per Sheba Share; and
-- the number of ordinary shares in the capital of Centamin
equal to the number of Sheba Shares held by the Sheba shareholder
divided by 40.
Based on the closing price of Centamin's ordinary shares on the
London Stock Exchange on 8 July 2011, the Offer values Sheba at
approximately GBP7.48 million on a fully diluted basis, or 6.15
pence per Sheba Share, which represents a premium of approximately
124 per cent. to the closing price of the Sheba Shares on 8 July
2011, being 2.75 pence.
The Offer is being recommended to Sheba shareholders unanimously
by the Sheba directors, who have each irrevocably undertaken to
accept or procure the acceptance of the Offer in respect of their
entire beneficial holdings of Sheba Shares, including any further
Sheba Shares allotted to them before the expiry of the Offer
pursuant to options to subscribe for Sheba Shares held by them.
Such beneficial holdings represent (assuming the exercise of all
the options currently held by Directors before the expiry of the
Offer) approximately 36.13 per cent. of Sheba's fully diluted share
capital.
Centamin has also received irrevocable undertakings to accept
the Offer from certain existing Sheba shareholders (including in
respect of any additional Sheba Shares to be allotted pursuant to
the exercise of warrants held by one such shareholder prior to the
expiry of the Offer) whose holdings represent, assuming the
exercise of such warrants prior to the expiry of the Offer,
approximately 20.56 per cent. of Sheba's fully diluted share
capital.
Accordingly, Centamin has received irrevocable undertakings in
respect of, in aggregate, 68,909,124 Sheba Shares (assuming the
exercise of all outstanding options and warrants before the expiry
of the Offer) representing approximately 56.69 per cent. of the
fully diluted share capital of Sheba.
The Offer is open for acceptance until 1.00 p.m. (London time)
on 1 August 2011, unless extended by Centamin in its sole
discretion, save that the period for acceptance of the Offer shall
not be extended beyond 1.00 p.m. (London time) on 9 September 2011.
The Offer is not subject to the City Code on Takeovers and
Mergers.
An Offer Document and Form of Acceptance in respect of the Offer
is today being despatched to Sheba shareholders. A copy of the
Offer Document is available to Sheba shareholders free of charge on
Centamin's website at
http://www.centamin.com/reports-publications/other-publications/sheba/.
Commenting on the Offer, Josef El-Raghy, Chairman of Centamin,
said:
"The strategic acquisition of Sheba marks the broadening of our
asset portfolio beyond Sukari, as well as heralding our entry into
Ethiopia, a highly prospective gold district where we believe the
Sheba licences represent some of the most prospective in the
country. Our understanding and experience in exploration and
development in the Arabian Nubian Shield, together with Sheba's
operating history in Ethiopia since 1998, provides a compelling
combination of growth and diversity for all shareholders. With this
combination and our strong financial position we believe we can
rapidly accelerate the development of Sheba's projects. We look
forward to working with the Sheba team and the Government of
Ethiopia in creating a sustainable and significant mining district
in Ethiopia."
For Centamin Egypt Limited
Josef El-Raghy
Chairman
11 July 2011
For more information please contact:
Centamin Egypt Limited Buchanan Communications Limited
+ 61 (8) 9316 2640 + 44 (0) 207 466 5000
Josef El-Raghy Bobby Morse
www.centamin.com Katharine Sutton
This information is provided by RNS
The company news service from the London Stock Exchange
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