REG - Condor Gold PLC - Further Statement Re Possible Offer

Condor GoldAnnouncement

02/12/2024 17:30

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RNS Number : 4916O  Condor Gold PLC  02 December 2024

For immediate release

 

2 December 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

THIS ANNOUNCEMENT IS MADE 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, .

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) NO 596/2014 (MAR) AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

 

 

Condor Gold plc

("Condor" or "the Company")

 

Further Statement Re Possible Offer

 

 

The Board of Condor is pleased to note the announcement made earlier today by
Metals Exploration plc clarifying the terms of a possible offer, which is set
out in full below, and confirms that it continues to be in discussions with
that company as announced earlier.

 

It is also noted that in relation to the "irrevocable undertaking" as referred
to below, Galloway Limited has informed the Board of Condor that this was
provided in contemplation of a recommended offer from that party and that
until and unless that is the case, they reserve all their rights in relation
thereto.

 

The full text of the announcement referred to above is as follows:

 

"Metals Exploration plc (AIM: MTL) ("Metals Exploration", "MTL" or the
"Company") is pleased to confirm, further to its announcement earlier today,
details of an irrevocable undertaking received and the proposed consideration
in respect of its Possible Offer. Pursuant to the Possible Offer, each Condor
shareholder would be entitled to fixed consideration comprising of 4.0526 new
ordinary shares of £0.0001 each in the capital of the Company ("MTL Share")
and 9.9p in cash for each Condor Share held (the "Fixed Consideration").

 

Based on the closing middle-market price per MTL Share on 29 November 2024
(being the last Business Day prior to this announcement), the Fixed
Consideration values Condor's existing issued ordinary share capital at
approximately £67.5 million, representing approximately 33.0p per Condor
Share.

 

In addition, pursuant to the terms of the Possible Offer, each Condor
Shareholder would be entitled to receive one Contingent Value Right (the
"CVR") (the "CVR Consideration"), which would entitle them to their pro rata
share of US$18.00 per ounce (to be paid in pounds sterling at the prevailing
exchange rate at the time of payment) of additional contained gold JORC
Mineral Resource discovered in excess of Condor's base case Mineral Resource
Estimate at the Condor Group's La India, Rio Luna and Estrella
projects (the "Gold Projects") (subject to a cap of 1.6Moz), over the
five-year period following the earlier of (i) the first date upon which a
suitable drilling rig to carry out certain agreed work commitments has been
mobilised to the La India Project (as agreed with an independent CVR
representative); and (ii) six months following the proposed scheme of
arrangement's effective date (or equivalent) (the "CVR Commencement Date").
Payments due under the CVR would be settled by way of the issue of either new
MTL Shares or loan notes issued by MTL with a maturity of six months and one
day after their date of issue (the "Loan Notes"), or a combination thereof, at
MTL's sole election, following the third and fifth anniversary of the CVR
Commencement Date.

 

Accordingly, the maximum potential CVR Consideration payable pursuant to the
Possible Offer, would amount to US$28.8 million (approximately £22.6 million
at the prevailing exchange rate), representing 11.1p per Condor Share (the
"Maximum CVR Consideration"). Accordingly, the Fixed Consideration and the
Maximum CVR Consideration (at the prevailing exchange rate), in aggregate,
would amount to approximately £90.1 million, representing approximately
44.1p per Condor Share.

 

The CVRs are complex instruments and a number of factors will determine the
amount, if any, that would ultimately be paid to Condor shareholders by way of
the Contingent Value Rights if the Possible Offer is made on the terms set out
herein.

 

There can be no certainty that any firm offer will ultimately be made. This
announcement does not amount to a firm intention to make an offer under Rule
2.7 of the Code, nor does it impose any obligations on the Company to make an
offer.

 

Irrevocable Undertaking

 

Metals Exploration has received an irrevocable undertaking from Galloway
Limited ("Galloway") to vote (or procure the vote) in favour of, or accept (or
procure the acceptance of) (as applicable), the proposed acquisition by or on
behalf of the Company of all the issued and to be issued shares in Condor,
whether implemented by way of a scheme of arrangement or a contractual offer
(whether on the terms of the Possible Offer or including any revision or
variation in the terms of any such acquisition which may be made by or on
behalf of the Company from time to time) (the "Acquisition"), provided that
the Company has announced the Acquisition under Rule 2.7 of the Code by 5:00
p.m. on 4 December 2024 (or such later time and/or date as the Company and
Condor may agree) (the "Irrevocable Undertaking"). In addition, the
Irrevocable Undertaking provides that Galloway shall vote against any
resolution to approve any transaction or other corporate action which is
proposed in competition with, or which might reasonably be expected to
otherwise frustrate, impede or delay, the Possible Offer.

 

Galloway is beneficially owned by Mr Jim Mellon, Non-Executive Chair of
Condor. The Irrevocable Undertaking is in respect of Galloway's entire
existing holding of 50,512,597 Condor Shares (representing approximately 24.7%
of Condor's existing issued ordinary share capital), together with any Condor
Shares that would be issued upon the exercise of the 892,857 warrants over
Condor Shares which are currently also held by Galloway (representing
approximately a further 0.4% of Condor's existing issued ordinary share
capital). Further details regarding the irrevocable undertaking are set out in
Appendix 1 to this announcement."

 

 

 

Enquiries:

 

 Condor Gold plc
 Mark Child, CEO                             Tel: +44 (0) 207 493 2784

 Beaumont Cornish Limited                    Tel: +44 (0)207 628 3396

 Nominated Adviser
 Roland Cornish / James Biddle

 SP Angel Corporate Finance LLP              Tel: +44 (0) 203 470 0470
 Ewan Leggat

 H&P Advisory Limited                        Tel: +44 207 907 8500
 Andrew Chubb, Franck Nganou, Ilya Demichev

 Cassiopeia (Investor Relations)             Tel: +44 7949690338
 Stefania Barbaglio

 

Neither the Toronto Stock Exchange nor the London Stock Exchange, nor any
other securities regulatory authority, has approved or disapproved of the
contents of this announcement.

 

Important information

 

This announcement which is made without the consent of MTL is not intended to,
and does not, constitute, represent or form part of any offer, invitation or
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities or the solicitation of any vote or
approval in any jurisdiction whether pursuant to this announcement or
otherwise.

 

The distribution of this announcement in jurisdictions outside the UK may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

Beaumont Cornish ("BCL"), which is regulated by the Financial Conduct
Authority ("FCA"), is acting as financial adviser exclusively for Condor and
for no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Condor for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement. Neither BCL, nor any
of its 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 BCL in connection
with this announcement, any statement contained herein or otherwise.

 

SP Angel Corporate Finance LLP ("SP Angel"), which is regulated by the FCA, is
acting as adviser exclusively for Condor and for no one else in connection
with the matters referred to in this announcement and will not be responsible
to anyone other than Condor for providing the protections afforded to its
clients or for providing advice in relation to the matters referred to in this
announcement. Neither SP Angel, nor any of its 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 SP Angel in connection with this announcement, any statement
contained herein or otherwise.

 

H&P Advisory Limited ("H&P"), which is regulated by the FCA, is acting
as adviser exclusively for Condor and for no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than Condor for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this announcement.
Neither H&P, nor any of its 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 H&P in connection with this announcement, any statement
contained herein or otherwise.

 

Rule 26.1

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available (subject to certain restrictions relating to persons resident
in restricted jurisdictions) on the Condor website (www.Condorgold.com) by no
later than 12 noon (London time) on the business day following this
announcement. 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

 

For the purposes of Rule 2.9 of the Code, the Company confirms that as at the
date of this announcement, the total number of voting rights in the Company is
204,442,778 ordinary shares. The International Securities Identification
Number (ISIN) for the Ordinary Shares is GB00B8225591.

 

Rule 2.11

 

In accordance with Rule 2.11 of the Takeover Code, a copy of this announcement
will be sent to; (i) the Company's shareholders; and (ii) the Panel, in
addition to being made readily available by the Company to its employees.

 

Disclosure requirements of 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
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. An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by no later
than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (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
per cent. 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, 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 p.m. (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 Takeover 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.

 

MAR

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the
European Union (Withdrawal) Act 2018.  The person responsible for releasing
this statement on behalf of the Company is Mark Child.

 

 

 

ENDS

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