TIDMCEY
RNS Number : 2887X
Centamin PLC
18 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, DIRECTLY OR
INDIRECTLY (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
18 December 2019
Centamin plc
("Centamin" or "the Company")
(LSE:CEY, TSX:CEE)
UPDATE REGARDING POSSIBLE OFFER BYEAVOUR MINING CORPORATION
("EAVOUR")
Centamin today provides an update in relation to the unsolicited
conditional proposal from Endeavour regarding a potential all share
combination (the "Proposal").
Since it was approached by Endeavour in November, Centamin has
repeatedly made clear to Endeavour that it is willing to facilitate
a reciprocal exchange of due diligence information in order to
better assess the value to shareholders of the potential
combination. To allow that exchange of information to take place,
Centamin proposed that a non-disclosure agreement ("NDA") be
executed.
Endeavour declined to enter into an NDA and instead made a
voluntary announcement which, under the City Code on Takeovers and
Mergers (the "Code"), triggered an automatic and mandatory deadline
of 31 December (the "PUSU Deadline") for Endeavour to 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.
On 10 December, the parties executed an NDA and the Chairman of
Centamin and CEO of Endeavour met and during that meeting, which
took place on 14 December, it was agreed that the parties would
conduct reciprocal due diligence in order to fully assess the value
to shareholders of the potential combination as a precursor to any
further negotiations.
Notwithstanding that the basis of engagement has been agreed and
all preconditions to information flow in either direction,
including a standstill having been satisfied, Endeavour has now
indicated that it will not provide the information that Centamin
has requested unless and until Centamin agrees to an extension of
the PUSU Deadline. Without Endeavour providing information that is
core to the assessment of value, such as its financial model,
Centamin cannot properly assess the proposed combination.
The Centamin Board is disappointed that despite its efforts at
constructive engagement, Endeavour has repeatedly refused to engage
in a proper manner. The unsolicited approach from Endeavour has
created an intense period of uncertainty for all of the Company's
stakeholders. Therefore, the Board of Centamin believes that
Endeavour should, without further delay, enter into substantive
reciprocal due diligence.
The Company will determine whether to seek an extension of the
PUSU Deadline following its review of any information forthcoming
from Endeavour.
The Board continues to advise shareholders to take no action in
respect of Endeavour's Proposal.
This announcement has been made without the consent of
Endeavour. The person responsible for the release of this
announcement on behalf of Centamin is Josef El-Raghy, Chairman.
For more information, please visit the website www.centamin.com
or contact:
Centamin plc
Ross Jerrard, Interim Chief Executive Officer and Chief
Financial Officer
Alexandra Carse, Investor Relations
+44 (0) 7700 713 738
BofA Securities
George Close-Brooks
Geoff Iles
Joshua Maguire
Charles Pitt Ford
+44 (0)20 7628 1000
BMO Capital Markets
Gary Mattan
Tom Rider
Pascal Lussier-Duquette
Neil Elliot
+44 (0)20 7236 1010
Buchanan Communications
Bobby Morse
Chris Judd
+ 44 (0)20 7466 5000
__________________________________________________________________________________
As previously stated, in accordance with Rule 2.6(a) of the
Code, Endeavour is required, by not later than 5.00 p.m. on 31
December, to either announce a firm intention to make an offer for
Centamin in accordance with Rule 2.7 of the Code or announce that
it does not intend to make an offer, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline can be extended with the consent of the
Panel in accordance with Rule 2.6(c) of the Code.
Important Notice
Merrill Lynch International ("BofA Securities"), a subsidiary of
Bank of America Corporation, which is authorised by the Prudential
Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United
Kingdom, is acting exclusively for Centamin in connection with the
matters set out in this announcement and for no one else and will
not be responsible to anyone other than Centamin for providing the
protections afforded to its clients or for providing advice in
relation to the subject matter of this announcement or any other
matters referred to in this announcement.
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 19 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.
Forward-looking Statements
This announcement (including information incorporated by
reference) contains "forward-looking statements" and
"forward-looking information" under applicable securities laws
(collectively, "forward-looking statements"), including statements
relating to the Proposal. Generally, these forward-looking
statements can be identified by the use of forward-looking
terminology such as "believes", "expects", "expected", "budgeted",
"forecasts" and "anticipates". Although Centamin believes that the
expectations reflected in such forward-looking statements are
reasonable, Centamin can give no assurance that such expectations
will prove to be correct. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
Centamin about future events, and are therefore subject to known
and unknown risks and uncertainties which could cause actual
results to differ materially from the future results expressed or
implied by the forward-looking statements. There can be no
assurance that forward-looking statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information or
statements. Forward-looking statements contained herein are made as
of the date of this announcement and the Company disclaims any
obligation to update any forward-looking statement, whether as a
result of new information, future events or results or otherwise.
Accordingly, readers should not place undue reliance on
forward-looking statements.
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
OUPGRBDDLBBBGCI
(END) Dow Jones Newswires
December 18, 2019 02:24 ET (07:24 GMT)
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