REG - Condor Gold PLC - Statement Re Press Article

Condor GoldAnnouncement

02/12/2024 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:20241202:nRSB3160Oa&default-theme=true

RNS Number : 3160O  Condor Gold PLC  01 December 2024

For immediate release

 

1 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, NOR AS TO THE TERMS ON WHICH ANY
FIRM OFFER MIGHT 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")

 

Statement Re Press Article

Commencement of Offer Period

 

Condor Gold plc (AIM: CNR; TSX: COG) notes the press article released today
and confirms that it has received two non-binding offers from Calibre Mining
Corp ("Calibre") (TSX: CXB; OTCQX: CXBMF) and Metals Exploration Plc
("Metals") (AIM: MTL) which may lead to an offer for the entire issued and to
be issued capital of Condor ("Possible Offer").

 

The Company announced on 27 September 2024 that, in relation to an asset only
sale of the Company's La India Project in Nicaragua, the Company remained in
discussion with a number of interested parties, both longer term and more
recent, with several new parties having expressed an interest, been given
access to the data room and indicating a wish to conduct site visits. The
Company has now received two non-binding offers from Calibre and Metals with
respect to a Possible Offer.

 

There can be no certainty that any firm offer will be made, nor as to the
terms on which any firm offer might be made.

 

In accordance with Rule 2.6(a) of the Code, Calibre and Metals are required,
by no later than 5.00 p.m. on 29 December 2024, being 28 days after the date
of this announcement, to either announce a firm intention to make an offer for
Condor 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 may be extended
with the consent of the Panel on Takeovers and Mergers (the "Panel") in
accordance with Rule 2.6(c) of the Code.

 

As a consequence of this announcement, an offer period has now commenced in
respect of the Company in accordance with the rules of the Code and the
attention of shareholders is drawn to the disclosure requirements of Rule 8 of
the Code, which are summarised below.

 

 

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

 Adelaide Capital (Investor Relations)       Tel: +1-647-203-8793
 Deborah Honig

 

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 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

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  SPCQKDBDFBDDDBK