REG - Hummingbird Res. - Extension of PUSU Deadline

Hummingbird ResourcesAnnouncement

04/12/2024 15:00

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RNS Number : 8434O  Hummingbird Resources PLC  04 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 THAT JURISDICTION.

 

THIS IS AN ANNOUNCEMENT FALLING 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 AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, EVEN IF ANY PRE-CONDITIONS ARE
SATISFIED OR WAIVED.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO.596/2014 AS AMENDED AND TRANSPOSED INTO UK
LAW IN ACCORDANCE WITH THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE
THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

FOR IMMEDIATE RELEASE

 

 

Hummingbird Resources plc / Ticker: HUM / Index: AIM / Sector: Mining

 

04 December 2024

Hummingbird Resources plc

("Hummingbird", the "Group" or the "Company")

Extension of PUSU Deadline under Rule 2.6(c) of the Code

On 6 November 2024, the Board of Hummingbird (the "Board") announced that it
had received a proposal from Nioko Resources Corporation ("Nioko") and CIG SA
("CIG") for a debt-to-equity conversion by CIG, whereby the principal amount
outstanding under the New CIG Loan would be converted into new ordinary shares
in the capital of the Company to be issued to CIG's subsidiary, Nioko, at a
conversion price of 2.6777 pence per Ordinary Share (the "Debt-to-Equity
Conversion"), and possible cash offer for the entire issued ordinary share
capital of the Company that it does not hold at a price of 2.6777 pence per
Ordinary share (the "Offer Price").

Nioko and CIG are required, by no later than 5.00 p.m. (London time) on 4
December 2024 (the "PUSU Deadline"), to either announce a firm intention to
make an offer ("Possible Offer") for Hummingbird in accordance with Rule 2.7
of the Code or announce that they do not intend to make an offer for
Hummingbird, in which case the announcement would be treated as a statement to
which Rule 2.8 of the Code applies.

Nioko and CIG have confirmed that the due diligence exercise referenced in
Hummingbird's announcement on 6 November 2024 is progressing and discussions
between Hummingbird, CIG and Nioko remain ongoing.

In accordance with Rule 2.6(c) of the Code, the Board has requested, and the
Panel on Takeovers and Mergers (the "Panel") has consented to, an extension to
the deadline by which Nioko and CIG are required either to announce a firm
intention to make an offer for Hummingbird in accordance with Rule 2.7 of the
Code or to announce that they does not intend to make an offer, until 5.00
p.m. (London time) on 3 January 2025 (the "Revised PUSU Deadline"). The
Revised PUSU Deadline may only be extended with the agreement of Hummingbird
and the Panel in accordance with Rule 2.6(c) of the Code.

In accordance with Rule 2.5(a) of the Code, Nioko reserves the right to make
an offer for the Company at a lower value than the Offer Price: (i) with the
agreement or recommendation of the Board of the Company; or (ii) if a third
party announces a firm intention to make an offer for the Company which, at
that date, is of a value less than the value of the Offer Price. If the
Company declares, makes or pays any further dividend or distribution or other
return of value or payment to its shareholders, Nioko reserves the right to
make an equivalent reduction to the Offer Price. Nioko reserves the right to
vary the form and / or mix of the consideration it would offer. Nioko further
reserves the right to waive any of the pre-conditions to the Possible Offer
referred to above or to subject the Possible Offer to additional conditions or
pre-conditions.

This statement is being made by Hummingbird with the approval of Nioko and
CIG. While discussions are ongoing, there is no certainty that a firm offer
will be made, even if any pre-conditions are satisfied or waived. A further
announcement will be made as and when appropriate. Shareholders of Hummingbird
Resources are strongly advised not to take any action at this time.

Capitalised terms in this announcement, unless otherwise defined, have the
same meaning given to them in the announcement issued by the Company on 6
November 2024.

**ENDS**

 

Notes to Editors:

Hummingbird Resources plc (AIM: HUM) is a leading multi-asset,
multi-jurisdiction gold producing company, member of the World Gold Council
and founding member of Single Mine Origin (www.singlemineorigin.com
(http://www.singlemineorigin.com) ). The Company currently has two core gold
projects, the operational Yanfolila Gold Mine in Mali, and the Kouroussa Gold
Mine in Guinea, which will more than double current gold production once at
commercial production. Furthermore, the Company has a controlling interest in
the Dugbe Gold Project in Liberia that is being developed by joint venture
partners, Pasofino Gold Limited. The final feasibility results on Dugbe
showcase 2.76Moz in Reserves and strong economics such as a 3.5-year capex
payback period once in production, and a 14-year life of mine at a low AISC
profile. Our vision is to continue to grow our asset base, producing
profitable ounces, while central to all we do being our Environmental, Social
& Governance ("ESG") policies and practices.

For further information, please visit Hummingbirdresources.co.uk
(https://www.hummingbirdresources.co.uk/)  or contact:

 

 

 Geoff Eyre, Interim CEO  Hummingbird Resources plc                              Tel: +44 (0) 20 7409 6660

 Thomas Hill, FD

 Edward Montgomery, CD
 Callum Stewart           Stifel Nicolaus Europe                                 Tel: +44 (0) 20 7710 7600

 Varun Talwar             Joint Financial Adviser
 James Spinney            Strand Hanson Limited                                  Tel: +44 (0) 20 7409 3494

 James Dance              Nominated Adviser & Joint Financial Adviser

 Ritchie Balmer

 David Asquith
 James Asensio            Canaccord Genuity Limited                              Tel: +44 (0) 20 7523 8000

 Charlie Hammond          Broker
 Bobby Morse              Buchanan (PR Adviser to Hummingbird Resources plc)     Tel:  +44 (0) 20 7466 5000

 Oonagh Reidy             Financial PR/IR                                        Email: HUM@buchanan.uk.com (mailto:HUM@buchanan.uk.com)

 George Pope
 Jos Simson               Tavistock (PR Adviser to Nioko Resources Corporation)  Tel: +44 (0) 20 7920 3150

 Gareth Tredway

 

IMPORTANT NOTICES

Stifel Nicolaus Europe ("Stifel"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
Hummingbird and for no one else in connection with the subject matter of this
announcement and will not be responsible to anyone other than Hummingbird for
providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement. Neither Stifel, 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 Stifel in
connection with this announcement, any statement contained herein or
otherwise.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting exclusively
for Hummingbird and for no one else and will not be responsible to anyone
other than Hummingbird for providing the protections afforded to its clients
or for providing advice in relation to the matters referred to in this
announcement. Neither Strand Hanson, 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 Strand Hanson in connection with this
announcement, any statement contained herein or otherwise.

Canaccord Genuity Limited ("Canaccord"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting exclusively
for Hummingbird and for no one else and will not be responsible to anyone
other than Hummingbird for providing the protections afforded to its clients
or for providing advice in relation to the matters referred to in this
announcement. Neither Canaccord, 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 Canaccord in connection with this announcement, any statement
contained herein or otherwise.

Publication on website

Pursuant to Rule 26.1 of the Code, a copy of this Announcement and other
documents in connection with the Possible Offer will, subject to certain
restrictions, be available for inspection by Hummingbird on its website at
https://www.Hummingbird.co.uk/investors/possible-offer/ no later than 12 noon
(London time) on the day following this Announcement. The contents of the
websites referred to in this Announcement are not incorporated into, and do
not form part of, this Announcement.

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 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%
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.

 

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