TIDMCEY
RNS Number : 4715V
Centamin PLC
03 December 2019
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014
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 THAT
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE
ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE OR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE
FOR IMMEDIATE RELEASE
3 December 2019
Centamin plc
("Centamin" or "the Company")
(LSE:CEY, TSX:CEE)
Statement regarding possible offer by Endeavour Mining
Corporation
The Board of Centamin plc ("Centamin" or the "Company") notes
the announcement by Endeavour Mining Corporation ("Endeavour")
regarding an unsolicited preliminary proposal for a potential all
share combination of the Company and Endeavour based on an exchange
ratio of 0.0846 Endeavour shares for each Centamin share, implying
a 5% premium based on the preceding 30-day VWAP of each company to
22 November 2019 (the Proposal).
The Board of Centamin has reviewed the Proposal with its
financial and legal advisers and believes, based on publicly
available information on Endeavour, that the terms of the Proposal
provide comparatively greater benefit to Endeavour's shareholders,
do not adequately reflect the contribution that Centamin would make
to the merged entity and that Centamin is better positioned to
deliver shareholder returns than the combined entity. As a result
the Board has unanimously rejected the Proposal. Centamin will be
making a further announcement with its detailed response in the
near future.
In the meantime, the Board strongly advises its shareholders to
take no action in respect of the Proposal.
Centamin shareholders should note that the announcement made by
Endeavour does not amount to a firm intention to make an offer
under Rule 2.7 of the Code. There can be no certainty that an offer
will be made or as to the terms on which any offer might be
made.
As a consequence of Endeavour's announcement, an "Offer Period"
has now commenced in respect of Centamin in accordance with the
rules of the Code. The attention of Centamin's shareholders is
drawn to the disclosure requirements of Rule 8 of the Code, which
are summarised below.
In accordance with Rule 2.6(a) of the Code, by not later than
5:00 pm (UK time) on 31 December 2019, Endeavour must either
announce a firm intention to make an offer for Centamin under Rule
2.7 of the Code or announce that it does not intend to make an
offer for Centamin, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Code applies. This deadline
will only be extended with the consent of the Takeover Panel in
accordance with Rule 2.6(c) of the Code.
The person responsible for the release of this announcement on
behalf of Centamin is Josef El-Raghy, Non-Executive Chairman.
Contact Information:
Centamin plc
Alexandra Carse, Investor Relations
+44 (0) 7700 713 738
alexandra.carse@Centamin.je
BMO Capital Markets
Gary Mattan
Tom Rider
Pascal Lussier-Duquette
Neil Elliot
Tel: +44 (0)20 7236 1010
Important Notice
BMO Capital Markets Limited ("BMO"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively for Centamin and no one else in connection
with the above and will not be responsible to anyone other than
Centamin for providing the protections offered to clients of BMO
nor for providing advice in relation to the subject matter of this
announcement or any other matters referred to in this
announcement.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (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 Code, any person who is, or becomes,
interested in 1% 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(s), 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
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 Takeover 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 +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
The defined terms used in this section "Dealing Disclosure
Requirements of the Code" are defined in the Code which can be
found on the Takeover Panel's website.
Publication on Website
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.centamin.com no later than 12:00 noon (UK
time) on 4 December 2019 (being the business day following the date
of this announcement) in accordance with Rule 26.1(a) of the Code.
The content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the close of
business on 2 December 2019, Centamin confirms that it had in issue
1,155,955,384 ordinary shares of no par value, each ordinary share
carrying one vote. The International Securities Identification
Number ("ISIN") for Centamin ordinary shares is GB00B01C3S32.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OFDCKNDPFBDKKBK
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December 03, 2019 04:00 ET (09:00 GMT)
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