REG - Condor Gold PLC - Notice of Convening Hearing

Condor GoldAnnouncement

09/12/2024 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241209:nRSI2273Pa&default-theme=true

RNS Number : 2273P  Condor Gold PLC  09 December 2024

For immediate release

 9 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 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")

Notice of Convening Hearing

Further to the announcement made by the Company and Metals Exploration plc
("MTL") on 4 December 2024 in relation to the proposed recommended offer
("Offer") by MTL for the entire issued, and to be issued, ordinary share
capital (the "Rule 2.7 Announcement"), the Board of Condor confirm that it has
today, 6 December 2024, issued a Part 8 Claim Form in the Companies Court for
an Order ("Order") under Section 896 of the Companies Act 2006 to convene on 6
January 2025 at 10 a.m., a single meeting of the holders of its Ordinary
Shares (the "Meeting") for the purpose of considering and if thought fit
approving (with or without modification) a scheme of arrangement ("Scheme")
proposed to be made between the Company and the holders of its shares (the
"Scheme Shareholders") in order to give effect to the Offer. Further details
regarding the proposed Scheme are set out in the Rule 2.7 Announcement.

If the Court makes an Order that the Meeting be convened and if at the Meeting
a majority in number representing 75% in value of the Scheme Shareholders
present and voting either in person or by proxy agree to the proposed
arrangements, the court may, on further application by the Company under
Section 899 of the Companies Act 2006, sanction the proposed Scheme of
Arrangement.

A hearing of the Claim is listed on 9 December 2024 at 10.30am (the "Convening
Hearing").The Convening Hearing is to be held online and shareholders wishing
to be represented at the Convening Hearing should contact the company
secretary of the Company at cosec@condorgold.com (mailto:cosec@condorgold.com)
. Scheme Shareholders are entitled to attend or be represented at both the
Convening Hearing and the hearing of the Court at which the Company will seek
an order sanctioning the Scheme, which is expected to be held on 13 January
2025.

Subject to the Order being granted, a scheme document in relation to the
proposed Scheme will be published in due course and a further announcement
will be made at that time.

 

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 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 Bird and for
no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than Bird 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 Bird and for no one else in connection with
the matters referred to in this announcement and will not be responsible to
anyone other than Bird 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 Bird and for no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than Bird 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.

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.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  NOGQKABNFBDDKBK