TIDMCEY
RNS Number : 7430X
Endeavour Mining Corporation
23 December 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER PURSUANT TO RULE 2.4
OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). IT DOES NOT
REPRESENT A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE
CODE. ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL
ULTIMATELY BE MADE.
FOR IMMEDIATE RELEASE.
EAVOUR NOTES EXTENSION OF PUSU DEADLINE
AT THE REQUEST OF CENTAMIN
George Town, December 23, 2019 - Endeavour Mining Corporation
(TSX:EDV) (OTCQX:EDVMF) ("Endeavour") notes the announcement of
Centamin plc ("Centamin") made earlier today, confirming that,
following the reciprocal exchange of certain due diligence
information, Centamin made a request to the Panel on Takeovers and
Mergers (the "Panel") to grant an extension to the deadline by
which Endeavour is required to either announce a firm intention to
make an offer for Centamin under Rule 2.7 of the City Code on
Takeovers and Mergers (the "Code") or announce that it does not
intend to make an offer for Centamin. The requested extension has
been granted by the Panel to January 14, 2020.
Accordingly, Endeavour is now required, by not later than 5.00pm
on January 14, 2020, either to announce a firm intention to make an
offer in accordance with Rule 2.7 of the Code or to 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 may be further extended with the consent of
the Takeover Panel in accordance with Rule 2.6(c) of the Code.
On December 19, 2019, Endeavour announced that it had executed a
standstill undertaking in favour of Centamin, pursuant to which it
has agreed, among other things, not to announce a firm intention to
make an offer for Centamin under Rule 2.7 of the Code unless the
offer is consented to or recommended by the Board of Centamin.
Endeavour continues to believe in the strategic merits of a
merger with Centamin for both sets of shareholders, and welcomes
the extension of the PUSU deadline announced by Centamin, which
will allow both parties to commence their due diligence
investigations.
A further announcement will be made when appropriate.
CONTACT INFORMATION
Martino De Ciccio Brunswick Group LLP in London
VP - Strategy & Investor Relations Carole Cable, David Litterick
+44 (0) 203 011 2719 +44 (0) 20 7404 5959
mdeciccio@endeavourmining.com
HSBC Bank plc (Lead Financial Advisor Gleacher Shacklock (Financial
to Endeavour) Advisor to Endeavour)
Anthony Parsons, Laurent Charbonnier, Jan Sanders
Sam Barnett, Alex Thomas +44 (0) 20 7484 1150
+44 (0) 20 7991 8888
Scotiabank (Financial Advisor to Endeavour) Vincic Advisors in Toronto
Sergei Chinkis, Peter Collibee John Vincic
+1 416 863 7411 +1 647 402 6375
john@vincicadvisors.com
Numis Securities Limited (UK Corporate
Broker to Endeavour)
John Prior, Paul Gillam, Alamgir Ahmed
+44 (0) 20 7260 1000
HSBC Bank plc, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to Endeavour Mining Corporation and no
one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
Endeavour Mining Corporation for providing the protections afforded
to clients of HSBC, or for providing advice in connection with the
matters referred to herein. Neither HSBC nor any of its
subsidiaries or 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 HSBC in connection with this Announcement or any
matter referred to herein.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Endeavour and no one
else in connection with the matters set out in this announcement
and will not be responsible to anyone other than Endeavour for
providing the protections offered to clients of Gleacher Shacklock
or for providing advice in relation to the contents of this
announcement or any matters referred to herein.
Scotiabank Europe plc ("Scotiabank"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority is acting
as financial adviser to Endeavour and no one else in connection
with the matters described in this Announcement and will not be
responsible to anyone other than Endeavour for providing the
protections afforded to clients of Scotiabank, or for providing
advice in connection with the matters referred to herein. Neither
Scotiabank nor affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, in contract,
in tort, under statute or otherwise) to any person who is not a
client of Scotiabank in connection with this Announcement or any
matter referred to herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
("FCA"), is acting as UK Corporate Broker exclusively for Endeavour
Mining Corporation and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than Endeavour Mining
Corporation for providing the protections afforded to clients of
Numis, nor for providing advice in relation to any matter referred
to herein.
Publication on Website
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on Endeavour's website at
https://www.endeavourmining.com/Home/default.aspx by no later than
12 noon (London time) on December 24, 2019.
ABOUTEAVOUR MINING CORPORATION
Endeavour Mining Corporation is a TSX listed intermediate
African gold producer with a solid track record of operational
excellence, project development and exploration in the highly
prospective Birimian greenstone belt in West Africa. Endeavour is
focused on offering both near-term and long-term growth
opportunities with its project pipeline and its exploration
strategy, while generating immediate cash flow from its operations.
Endeavour operates 4 mines across Côte d'Ivoire (Agbaou and Ity)
and Burkina Faso (Houndé and Karma). For more information, please
visit www.endeavourmining.com.
Corporate Office: 5 Young St, Kensington, London W8 5EH, UK
ABOUT CENTAMIN PLC
Centamin plc is a mineral exploration, development and mining
company, dual listed on the London and Toronto Stock Exchange. Its
principal asset, the Sukari Gold Mine ("SGM"), is located in the
Eastern Desert approximately 700 kilometers from Cairo and 25
kilometers from the Red Sea. SGM began production in 2009 and is
the first large scale modern gold mine in Egypt. SGM is jointly
owned by Pharaoh Gold Mines NL and Egyptian Mineral Resource
Authority. In addition to the SGM production asset, Centamin has a
number of exploration projects, the most advanced of which are
located in highly prospective regions within Côte d'Ivoire and
Burkina Faso. The company's exploration licence holdings include
2,721 km(2) in Côte d'Ivoire and 1,850 km(2) in Burkina Faso.
Notice to US Investors
Any securities referred to in this announcement have not been
and will not be registered under the US Securities Act of 1933 (the
"Securities Act"), or under the securities laws of any state or
other jurisdiction of the United States and may not be offered or
sold, directly or indirectly, in or into the United States or to US
Persons except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state
or other jurisdiction of the United States.
Any possible offer, if made, would be to acquire the securities
of a Jersey company listed on the London and Toronto Stock
Exchange. Accordingly, any possible offer would be subject to
disclosure requirements and practices applicable in Jersey, the UK
and Canada which differ from the disclosure requirements of US
tender offer rules. In addition, any financial information would be
prepared in accordance with International Financial Reporting
Standards and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States. If any possible offer is made by
way of a takeover offer, that offer would be made in compliance
with the applicable US laws and regulations.
It may be difficult for US holders of Centamin shares to enforce
their rights and claims arising out of the US federal securities
laws, since Endeavour and Centamin are located in a country other
than the United States, and some or all of their officers and
directors may be residents of a country other than the United
States. US holders of Centamin shares may not be able to sue a
non-US company or its officers or directors in a non-US court for
violations of the US securities laws. Further, it may be difficult
to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.
Forward-Looking Statements
This announcement contains "forward-looking statements"
including but not limited to, statements with respect to
Endeavour's plans and operating performance, the estimation of
mineral reserves and resources, the timing and amount of estimated
future production, costs of future production, future capital
expenditures, and the success of exploration activities. Generally,
these forward-looking statements can be identified by the use of
forward-looking terminology such as "expects", "expected",
"budgeted", "forecasts", and "anticipates". Forward-looking
statements, while based on management's best estimates and
assumptions, are subject to risks and uncertainties that may cause
actual results to be materially different from those expressed or
implied by such forward-looking statements, including but not
limited to: risks related to the successful integration of
acquisitions; risks related to international operations; risks
related to general economic conditions and credit availability,
actual results of current exploration activities, unanticipated
reclamation expenses; changes in project parameters as plans
continue to be refined; fluctuations in prices of metals including
gold; fluctuations in foreign currency exchange rates, increases in
market prices of mining consumables, possible variations in ore
reserves, grade or recovery rates; failure of plant, equipment or
processes to operate as anticipated; accidents, labour disputes,
title disputes, claims and limitations on insurance coverage and
other risks of the mining industry; delays in the completion of
development or construction activities, changes in national and
local government regulation of mining operations, tax rules and
regulations, and political and economic developments in countries
in which Endeavour and Centamin operate. Although Endeavour has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can
be no assurance that such statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements. Endeavour does
not undertake to update any forward-looking statements, other than
as required by relevant securities laws.
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
MSCGMMZZLZVGLZM
(END) Dow Jones Newswires
December 23, 2019 12:01 ET (17:01 GMT)
Centamin (LSE:CEY)
Gráfica de Acción Histórica
De Jun 2024 a Jul 2024
Centamin (LSE:CEY)
Gráfica de Acción Histórica
De Jul 2023 a Jul 2024