REG - Hummingbird Res. - Placement Update, Open Offer & Notice of GM
21/12/2023 07:15
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RNS Number : 5962X Hummingbird Resources PLC 21 December 2023
Hummingbird Resources plc / Ticker: HUM / Index: AIM / Sector: Mining
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE
MARKET ABUSE REGULATION EU NO. 596/2014, AS RETAINED AND APPLICABLE IN
THE UK PURSUANT TO SECTION 3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
21 December 2023
Hummingbird Resources plc
("Hummingbird", "Group" or the "Company")
Placement Update, Open Offer & Notice of General Meeting
Further to the Company's announcement on the 7 December 2023 of a placement of
up to US$30 million, including a part conditional investment by the Company's
largest shareholder and strategic investor CIG SA ("CIG") (the "CIG
Subscription") of US$25 million, the Company is pleased to confirm an
additional conditional subscription of c.US$2.0 million (c.£1.6 million) (the
"Second Tranche Subscription") from new shareholders that includes US$1.0
million from Ernie Nutter a Non-Executive Director of the Company. Further,
the Company is offering an open offer to its existing shareholders to raise up
to c.US$5.0 million (£4.0 million) (the "Open Offer").
The CIG Subscription, the Subscription (including both the First Tranche
Subscription and the Second Tranche Subscription) and the Open Offer (together
the "Placement"), assuming full take up under the Open Offer, and all
shareholder resolutions are passed to approve the Placement, would result in
total gross proceeds for the Company of c.US$32.7 million. The Placement will
be used to accelerate the Company's growth strategy, increase exploration, and
strengthen its balance sheet to provide capital support for the Group's
operations.
The shareholder circular containing full details of the Placement, including
details of how qualifying shareholders can participate in the Open Offer (the
"Circular"), will be published today, together with a Notice of General
Meeting to be held at 13:00 GMT on 10 January 2024, setting out the
shareholder approvals required to complete the Placement, and instructions on
how to vote. The Circular and Notice of General Meeting will be sent to
Shareholders today and available on the Company's website shortly.
Highlights of the Strategic Investment and Placement Update & Notice of
General Meeting
· The CIG Subscription, as previously announced, of US$25 million,
is made up of two investment tranches, the first of which has completed, with
the second tranche of US$20.2 million being subject to shareholder approval
(the "CIG Second Tranche Subscription"). CIG currently holds 29.9% of the
Company's issued share capital, and assuming the full take up under the Open
Offer and completion of the Placement will hold 40.2% of the Company's
enlarged share capital.
· The Second Tranche Subscription has conditionally raised an
additional c.US$2.0 million (c.£1.6 million), also subject to shareholder
approval.
· An Open Offer to qualifying shareholders to raise up to an
additional c.US$5.0 million (£4.0 million), also subject to shareholder
approval. CIG, together with the participant in the First Tranche
Subscription, have agreed not to take up their entitlement in the Open Offer.
· All new ordinary shares issued in connection with the Placement
will be issued at a price of 11.2625 pence per new Ordinary Share.
· The CIG Second Tranche Subscription, the Second Tranche
Subscription and the Open Offer are subject to approval by Shareholders at a
General Meeting to be held at 13:00 GMT on 10 January 2024, the details of
which are set out in the Circular, an extract from which is detailed below.
The Second Tranche Subscription and the Open Offer are each conditional on the
approval by shareholders of the CIG Second Tranche Subscription.
All US$:£ amounts used in this announcement have been calculated based on an
exchange rate of US$0.7937.
Extract from the Circular - Part 1 - Letter from the Chairman (selected
paragraphs)
Introduction
On 7 December, the Company announced that it is undertaking an equity
placement of up to approximately US$30 million, subject to, inter alia,
shareholder approval, comprised of a partially conditional US$25 million
investment by CIG and up to US$5 million from other investors. The Placement
is split across two tranches with the following confirmed figures in respect
of the second tranche:
· A firm first tranche of US$5.5 million, made pursuant to the
2023 Authorities, which involved the issue of the CIG First Tranche Shares
(which has resulted in a CIG holding of 29.999 per cent. in the Company, as at
the Latest Practicable Date) and the First Tranche Subscription Shares and;
· A conditional second tranche, subject to, inter alia, shareholder
approval, of approximately US$22.2 million, which involves the issue of the
CIG Second Tranche Shares (which, dependant on the level of acceptances under
of the Open Offer will result in CIG establishing a holding of between 40.2
per cent. and 42.0 per cent. in the Company) and the issue of the Second
Tranche Subscription Shares. As part of the Second Tranche Subscription,
Ernie Nutter, director of the Company, is conditionally subscribing for
6,993,780 Subscription Shares.
In addition, the Company is offering Shareholders the opportunity to subscribe
for new Ordinary Shares at the Issue Price through the Open Offer, details of
which are set out in this document.
The Issue Price is 11.2625 pence per new Ordinary Share.
CIG is subscribing for the CIG Second Tranche Shares subject to, inter alia,
the granting of a Rule 9 Panel Waiver, to be approved by the Rule 9 Waiver
Resolution, of the obligations that would otherwise fall upon CIG pursuant to
Rule 9 of The Takeover Code to make an offer for the entire issued share
capital of the Company as a result of the potential issue of the CIG Second
Tranche Shares to CIG, which will lead to its interest in the Company
increasing to over 30 per cent, to between 40.2 per cent. and 42.0 per cent.
dependent on the level of acceptances for the Open Offer. Further details on
the Rule 9 Waiver are set out in Part 5 of this document.
The Panel has agreed to waive the obligation on CIG to make a general offer
that would otherwise arise as referred to above, subject to the approval by
the Independent Shareholders of the Rule 9 Waiver Resolution on a poll.
Conditional upon the Resolutions being passed at the General Meeting it is
expected that the Second Tranche Subscription Shares and CIG Second Tranche
Shares will be admitted to trading on AIM on 11 January 2024.
The Open Offer provides Qualifying Shareholders (other than CIG and the
subscriber under the First Tranche Subscription) with an opportunity to
participate in the proposed issue of the new Ordinary Shares at the Issue
Price.
The Company considers it important that, where reasonably practicable,
Shareholders have an opportunity to participate in its equity placements. To
that end, the Board is providing Qualifying Shareholders with the opportunity
to subscribe for the Open Offer Shares under the Open Offer at the Issue
Price. In connection with the Open Offer, the Company will allot (at the
Board's discretion and conditional on Admission) up to 35,516,679 Open Offer
Shares and will make an announcement in due course once the total number of
Open Offer Shares subscribed for is known. The aggregate maximum subscription
under the Open Offer is capped at £4 million and so will be exempt from the
requirement to publish a prospectus pursuant to the Prospectus Rules and/or
the Prospectus Regulation Rules.
The Company has called the General Meeting inter alia in order to put to
Shareholders the resolutions required to grant (i) the authority to issue and
allot the CIG Second Tranche Shares, the Second Tranche Subscription Shares
and the Open Offer Shares and (ii) approve the Rule 9 Panel Waiver. If the
Resolutions are not approved the issue of the CIG Second Tranche Shares, the
Second Tranche Subscription Shares and the Open Offer Shares will not proceed
and the Company will not receive any funds from the associated issue of these
new Ordinary Shares. If the Rule 9 Waiver Resolution is not approved, but the
other Resolutions are approved, the Second Tranche Subscription and the Open
Offer, which are conditional on the completion of the CIG Second Tranche
Subscription will not proceed and the CIG Second Tranche Subscription will not
proceed.
Information on the Placement and Open Offer more generally is set out in this
Part 1 of this document.
Issue Price
The Issue Price represents approximately a 2 per cent premium to volume
weighted average price of the Ordinary Shares for the 30 day period ending on
6 December 2023, being the last practicable day prior to the announcement of,
inter alia, the CIG Subscription.
Use Of Funds
The proceeds of the Placement and the Open Offer (assuming that the Open Offer
is fully subscribed), will be US$32.7 million (approximately £26.0 million).
The Company will allocate the net proceeds to strengthen the balance sheet of
the business and advance multiple growth initiatives as part of the Company's
growth strategy. These initiatives encompass exploration activities at both
the Yanfolila and Kouroussa Gold Mines, as well as maximising the value of the
Dugbe Gold Project.
Hummingbird intends to utilise the proceeds of the Placement and Open Offer as
follows:
· Exploration Activities: c.US$5 million of the funds will be
directed towards increased exploration activities at the Yanfolila and
Kouroussa Gold Mines. The Company's exploration team has developed a
comprehensive exploration plan from FY-2024 onwards, focused on
high-probability targets aimed at increasing Resources to Reserves for the
Group, thereby extending the Life of Mine at both operating assets.
· Dugbe Gold Project Advancement: c.US$2 million of the proceeds
will be dedicated to progressing the Dugbe Gold Project in Liberia, bringing
this highly valuable asset closer to production. The funds will be used to
optimise the 2022 Definitive Feasibility Study through FY-2024 and further
progress the Project. Hummingbird and Pasofino Gold Limited have identified
several opportunities to maximise the value of Dugbe and reduce the overall
project capex profile, including the optimisation of power usage, improvements
to the metallurgical recovery rates and additional exploration activities.
· Balance Sheet Strengthening: The remainder of the proceeds will
be used to strengthen the Company's balance sheet through deleveraging and
operational initiatives. The funds will be allocated to provide additional
capital support for the Group as it completes operational initiatives at
Yanfolila including, the Komana East Underground operation, and the ramp up of
Kouroussa to commercial production in early FY-2024, as well as supporting the
deleveraging of the balance sheet.
The New Ordinary Shares will, when issued, rank pari passu in all respects
with each other and the Existing Ordinary Shares, including the right to
receive dividends and other distributions declared following Admission.
CIG Subscription
Pursuant to the CIG Subscription Agreement, CIG has been issued 35,057,991 CIG
First Tranche Shares and has conditionally subscribed for a further
142,522,475 CIG Second Tranche Shares, subject to, inter alia, shareholder
approval. Assuming shareholder approval is received, CIG will be interested in
a total of 334,665,274 Ordinary Shares and, dependent on the level of
acceptances under the Open Offer, will have a holding of between 40.2 per
cent. and 42.0 per cent. in the Enlarged Share Capital.
The terms of the CIG Subscription Agreement include:
· An undertaking by CIG that it will not (save in limited
circumstances) dispose of the CIG First Tranche Shares for a period of 12
months from the date of their admission to trading on AIM or the CIG Second
Tranche Shares for 12 months from the date of Admission; and
· The grant to CIG of a pre-emption right in relation to further
equity issued by the Company while it holds 20 per cent. or more of the
Ordinary Shares.
As noted in the Company's 7 February 2023 announcement, CIG is party to a
relationship agreement with the Company and the Company's nominated adviser,
Strand Hanson Limited, which imposes certain obligations on CIG in its
position as a substantial shareholder (as defined under the AIM Rules) in the
Company to ensure that the Company will at all times be capable of carrying on
its business independently of CIG and the members of its group. The
relationship agreement remains in force for so long as CIG's holding remains
at 10 per cent. or above of the Company's issued share capital. Under the
terms of the CIG Subscription Agreement, CIG has also agreed not to make an
offer for the Company without the recommendation of the Board, for so long as
its holding is at 15 per cent. or more of the Company's issued share capital,
subject to limited exceptions.
CIG intends to finance the CIG Subscription through internal cash resources.
Rule 9 Panel Waiver
The Company requires a waiver granted by the Takeover Panel, pursuant to Rule
9 of the Takeover Code. The Company will also require Independent Shareholder
approval to permit the issue of the CIG Second Tranche Shares, which would, if
such new Ordinary Shares were issued, result in an increase in CIG's
shareholdings to more than 30 per cent. and trigger a mandatory offer to
Shareholders under Rule 9. Full details of the Rule 9 Panel Waiver are set out
in Part 5 of this document.
Subscription
Certain investors have agreed to subscribe directly with the Company for the
Subscription Shares at the Issue Price pursuant to subscription letters
entered into individually with the respective Subscribers and the Company.
The First Tranche Subscription Shares were issued at the same time as the CIG
First Tranche Shares, and it is expected, subject to Shareholder approval,
that the Second Tranche Subscription Shares will be issued at the same time as
the CIG Second Tranche Shares.
Details Of the Open Offer
Open Offer Entitlement
In recognition of their continued support to the Company, the Company
considers it important that, where reasonably practicable, Shareholders have
an opportunity to participate in its equity placements.
The Company is providing all Qualifying Shareholders with the opportunity to
subscribe, at the Issue Price, for an aggregate maximum of 35,515,679 Open
Offer Shares, raising gross proceeds of up to £4 million.
Qualifying Shareholders may apply for Open Offer Shares under the Open Offer
at the Issue Price on the following basis:
1 Open Offer Share for every 12.525 Existing Ordinary Shares
held by them and in their names rounded down to the nearest whole number of
Ordinary Shares and in proportion for any number of Existing Ordinary Shares
held on the Record Date up to their Open Offer Entitlement. Fractional
entitlements which would otherwise arise will not be issued to the Qualifying
Shareholders but will be made available under the Excess Application Facility.
For the avoidance of doubt, "Qualifying Shareholders" excludes CIG and the
subscriber pursuant to the First Tranche Subscription.
Excess Entitlements
The Excess Application Facility enables Qualifying Shareholders to apply for
Excess Shares in excess of their Open Offer Entitlement. Not all Shareholders
will be Qualifying Shareholders. Shareholders who are located in, or are
citizens of, or have a registered office in certain overseas jurisdictions
will not qualify to participate in the Open Offer. The attention of Overseas
Shareholders is drawn to the section entitled "Overseas Shareholders" below.
Valid applications by Qualifying Shareholders will be satisfied in full up to
their Open Offer Entitlements. Qualifying Shareholders can apply for less or
more than their Open Offer Entitlements but the Company cannot guarantee that
any application for Excess Shares under the Excess Application Facility will
be satisfied as this will depend in part on the extent to which other
Qualifying Shareholders apply for less than or more than their own Open Offer
Entitlements. The Company may satisfy valid applications for Excess Shares in
whole or in part but reserves the right at its sole discretion not to satisfy,
or to scale back, applications made in excess of Open Offer Entitlements.
Qualifying Shareholders should note that the Open Offer is not a rights issue
and therefore the Open Offer Shares which are not applied for by Qualifying
Shareholders will not be sold in the market for the benefit of the Qualifying
Shareholders who do not apply under the Open Offer. The Application Form is
not a document of title and cannot be traded or otherwise transferred.
Application has been made for the Open Offer Entitlements and Excess CREST
Open Offer Entitlements for Qualifying CREST Shareholders to be admitted to
CREST. It is expected that the Open Offer Entitlements and the Excess CREST
Open Offer Entitlements will be admitted to CREST as soon as reasonably
practicable after at 8.00 a.m. on 11 January 2024. Applications through the
CREST system may only be made by the Qualifying Shareholder originally
entitled or by a person entitled by virtue of a bona fide market claim.
The Open Offer Shares must be paid in full on application. The latest time and
date for receipt of completed Application Forms or CREST applications and
payment in respect of the Open Offer is 11.00 a.m. on 9 January 2024.
Further details of the Open Offer and the terms and conditions on which it is
being made, including the procedure for application and payment, are contained
in Part 3 of this document and on the accompanying Application Form. The Open
Offer is conditional on, inter alia, completion of the Second Tranche
Subscription and the CIG Second Tranche Subscription.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered addresses outside
the United Kingdom, or who are citizens or residents of countries other than
the United Kingdom, or who are holding Existing Ordinary Shares for the
benefit of such persons, (including, without limitation, custodians, nominees,
trustees and agents) or who have a contractual or other legal obligation to
forward this document or the Application Form to such persons, is drawn to the
information which appears in paragraph 6 of Part 3 of this document.
In particular, Qualifying Shareholders who have registered addresses in or who
are resident in, or who are citizens of, countries other than the UK
(including without limitation the United States of America and Canada), should
consult their professional advisers as to whether they require any
governmental or other consents or need to observe any other formalities to
enable them to take up their entitlements under the Open Offer.
General Meeting
The Notice of General Meeting is set out in Part 9 of this document.
CIG Resolutions
The CIG Resolutions which are required in order to enable the Company to issue
and allot the CIG Second Tranche Shares and are summarised below.
Resolution 1
Resolution 1, if passed will grant to the Directors a general authority to
allot the CIG Second Tranche Shares and will be proposed as an ordinary
resolution. To be passed an ordinary resolution requires a simple majority
of the votes cast at the General Meeting (by Shareholders present in person or
by proxy) to be cast in its favour.
This authority, if granted by Shareholders, will expire on the date falling 6
calendar months from the date of the passing of the Resolution and will,
unless the General Resolutions are passed, be in addition to the 2023
Authorities.
Resolution 1 is conditional on Resolution 2 and the Rule 9 Waiver Resolution
being passed at the General Meeting
Resolution 2
Resolution 2, if passed will grant to the Directors the authority to allot the
CIG Second Tranche Shares on a non pre-emptive basis and will be proposed as a
special resolution. To be passed a special resolution requires at least three
quarters of the votes cast at the General Meeting (by Shareholders present in
person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on the date falling 6
calendar months from the date of the passing of the Resolution and will,
unless the General Resolutions are passed, be in addition to the 2023
Authorities.
Resolution 2 is conditional on Resolution 1 and the Rule 9 Waiver Resolution
being passed at the General Meeting
In the event that the CIG Resolutions and the Rule 9 Resolution are not passed
at the General Meeting:
a) the CIG Second Tranche Subscription will not complete;
b) the Second Tranche Subscription will not complete; and
c) the Open Offer will not complete.
Subscriptions Resolutions
Resolution 3
Resolution 3, if passed will grant to the Directors a general authority to
allot the Second Tranche Subscription Shares and will be proposed as an
ordinary resolution. To be passed an ordinary resolution requires a simple
majority of the votes cast at the General Meeting (by Shareholders present in
person or by proxy) to be cast in its favour.
This authority, if granted by Shareholders, will expire on the date falling 6
calendar months from the date of the passing of the Resolution and will,
unless the General Resolutions are passed, be in addition to the 2023
Authorities and the authority granted by Resolution 1.
Resolution 4
Resolution 4, if passed will grant to the Directors a authority to allot the
Second Tranche Subscription Shares on a non pre-emptive basis and will be
proposed as a special resolution. To be passed a special resolution requires
at least three quarters of the votes cast at the General Meeting (by
Shareholders present in person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on the date falling 6
calendar months from the date of the passing of the Resolution and will,
unless the General Resolutions are passed, be in addition to the 2023
Authorities and the authority granted by Resolution 2.
The Subscription Resolutions are conditional on the passing of the CIG
Resolutions and the Rule 9 Waiver Resolution. In the event that the
Subscription Resolutions are not passed at the General Meeting, the Second
Tranche Subscription will not complete.
Open Offer Resolutions
Resolution 5
Resolution 5, if passed will grant to the Directors a general authority to
allot the Open Offer Shares and will be proposed as an ordinary resolution.
To be passed an ordinary resolution requires a simple majority of the votes
cast at the General Meeting (by Shareholders present in person or by proxy) to
be cast in its favour.
This authority, if granted by Shareholders, will expire on the date falling 6
calendar months from the date of the passing of the Resolution and will,
unless the General Resolutions are passed, be in addition to the 2023
Authorities and the authority granted by Resolution 1 and 3.
Resolution 6
Resolution 6, if passed will grant to the Directors an authority to allot the
Open Offer Shares on a non pre-emptive basis and will be proposed as a special
resolution. To be passed a special resolution requires at least three
quarters of the votes cast at the General Meeting (by Shareholders present in
person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on the date falling 6
calendar months from the date of the passing of the Resolution and will,
unless the General Resolutions are passed, be in addition to the 2023
Authorities and the authority granted by Resolution 2 and 4.
The Open Offer Resolutions are conditional on the CIG Resolutions and the Rule
9 Waiver Resolution. In the event that the Open Offer Resolutions are not
passed at the General Meeting, the Open Offer will not complete.
General Resolutions
In addition, at the General Meeting the General Resolutions will be proposed
to refresh and replace the 2023 Authorities and are summarised below.
Resolution 7
Resolution 7, if passed, will grant to the Directors a general authority to
allot:
a) in relation to a pre-emptive rights issue only, equity securities (as
defined by section 560 of the Act) up to a maximum nominal amount of
£5,550,141, which represents approximately two thirds of the Enlarged Share
Capital (assuming the full take up of the Open Offer). This maximum is reduced
by the nominal amount of any Relevant Securities allotted under paragraph (b)
below;
b) in any other case, Relevant Securities up to a maximum nominal amount
of £2,775,071 which represents approximately one third of the Enlarged Share
Capital (assuming the full take up of the Open Offer). This maximum is reduced
by the nominal amount of any equity securities allotted under paragraph (a)
above in excess of £2,775,070.
Therefore, the maximum nominal amount of Relevant Securities (including equity
securities) which may be allotted under this resolution is £5,550,141.
Resolution 7 will be proposed as an ordinary resolution. To be passed an
ordinary resolution requires a simple majority of the votes cast at the
General Meeting (by Shareholders present in person or by proxy) to be cast in
its favour.
This authority, if granted by Shareholders, will expire on the date which is
18 months after the date on which it is passed or, if earlier, the date of the
next annual general meeting of the Company and will, be in substitution for
2023 Authorities, but will be in addition to the authority granted by
Resolutions 1, 3 and 5.
The Directors currently intend only to make use of this authority:
a) in connection with the grant of any options to the directors of the
Company and employees of the Company's group; and
b) as may be necessary to manage the Company's capital resources.
Resolution 7 is conditional on the passing of the CIG Resolutions, the
Subscription Resolutions and the Rule 9 Waiver Resolution.
Resolution 8
Resolution 8, if passed, will give the Directors power, pursuant to the
authority to allot granted by Resolution 7 to allot equity securities (as
defined by section 560 of the Act) or sell treasury shares for cash without
first offering them to existing shareholders in proportion to their existing
holdings up to a maximum nominal amount of £832,521 which represents
approximately 10 per cent. of the Enlarged Share Capital (assuming the full
take up of the Open Offer).
Resolution 8 will be proposed as a special resolution. To be passed a
special resolution requires at least three quarters of the votes cast at the
General Meeting (by Shareholders present in person or by proxy) to be cast in
favour of it.
The directors have no immediate plans to make use of this authority other than
in those circumstances which are referred to in the explanation relating to
Resolution 7.
This authority, if granted by Shareholders, will expire and will expire on the
date which is 18 months after the date on which it is passed or, if earlier,
the date of the next annual general meeting of the Company and will, be in
substitution for 2023 Authorities, but will be in addition to the authority
granted by Resolutions 2, 4 and 6.
Resolution 8 is conditional on the passing of the CIG Resolutions, the
Subscription Resolutions, the Rule 9 Waiver Resolution and Resolution 7.
Resolution 9
Resolution 9 is the Rule 9 Waiver Resolution and will be proposed as an
ordinary resolution for of Independent Shareholders to approve the Rule 9
Panel Waiver. If passed it will approve the Rule 9 Panel Waiver and (subject
to the passing of the CIG Resolutions) will allow the issue of the CIG Second
Tranche Shares to CIG without CIG being required to make a mandatory offer
under Rule 9.
Irrevocable Undertakings and Recommendation
The Directors consider the issue of the Second Tranche Subscription Shares,
the CIG Second Tranche Shares and the Open Offer Shares to be fair and
reasonable and in the best interests of the Company as a whole and accordingly
unanimously recommend that Shareholders vote in favour of Resolutions 1 to 8
in this regard.
The Independent Directors, who have been so advised by Strand Hanson Limited,
consider the Proposals set out in this document to be fair and reasonable and
in the best interests of the Company and its Independent Shareholders as a
whole, including in respect of the intentions of CIG in respect of the ongoing
strategy and operation of the Group, as set out in paragraph 4 of Part 7 of
this document. In providing advice to the Independent Directors, Strand Hanson
Limited has taken into account the commercial assessment of the Independent
Directors.
Accordingly, the Independent Directors unanimously recommend that Independent
Shareholders vote in favour of the Rule 9 Waiver Resolution (which is to be
proposed as Resolution 9), as the Independent Directors intend to do in
respect of their own beneficial holdings.
Stephen Betts, Dan Betts and Tom Hill (being the only Directors holding
Ordinary Shares as at the Last Practicable Date) and CIG, holding, in
aggregate, between them approximately 31.4 per cent. of the Existing Ordinary
Shares, have undertaken to vote in favour of the Resolutions in respect of
their respective holdings of Ordinary Shares in the Company. For the avoidance
of doubt, CIG is not able to vote in respect of Resolution 9.
In addition, certain shareholders, holding, in aggregate, between them
approximately 2.00 per cent. of the Existing Ordinary Shares, have indicated,
without having signed an undertaking, that they intend to vote in favour of
the Resolutions.
The CIG Second Tranche Subscription is conditional on the passing of the CIG
Resolutions and the Rule 9 Waiver Resolution. The Second Tranche Subscription
is conditional on the passing of the CIG Resolutions, Rule 9 Waiver Resolution
and the Subscription Resolutions. The Open Offer is conditional on the passing
of the CIG Resolutions, the Rule 9 Waiver Resolution and the Open Offer
Resolutions.
Extract from the Circular - Definitions
The following definitions apply throughout this document unless the context
otherwise requires:
2023 AGM the last annual general meeting of the Company held on 29 June 2023
2023 Authorities the shareholder authorities granted by resolutions 4 and 5 as set out in the
notice of the 2023 AGM
Act the Companies Act 2006 (as amended)
acting in concert has the meaning attributed to it in the Takeover Code
Admission admission to trading on AIM of the New Ordinary Shares becoming effective in
accordance with the AIM Rules
AIM the AIM market operated by the London Stock Exchange
AIM Rules the AIM Rules for Companies published by the London Stock Exchange from time
to time
Application Form the application form enclosed with this document on which Qualifying Non-CREST
Shareholders may apply for Open Offer Shares under the Open Offer
Articles the articles of association of the Company as at the date of this document
Board or Directors the board of directors of the Company from time to time
borrowed or lent in the context of the Takeover Code, includes for these purposes any financial
collateral arrangement of the kind referred to in Note 4 on Rule 4.6 of the
Takeover Code, but excludes any borrowed shares which have either been on-lent
or sold
certificated or in certificated form an Ordinary Share recorded on the Company's share register as being held in
certificated form (namely, not in CREST)
Chairman the Chairman of the Board from time to time
CIG CIG SA, an investment company registered in the Trade and Personal Property
Credit Register of Burkina Faso with registered number BF OUA 2019 B 2606, and
which is controlled by the same principal as the Company's primary lending
bank
CIG Announcement RNS Number 0128W released by the Company on 7 December 2023 relating to, inter
alia, the CIG Subscription
CIG First Tranche Shares 35,057,991 of the CIG Subscription Shares
CIG First Tranche Subscription the unconditional subscription for the CIG First Tranche Shares at the Issue
Price
CIG Resolutions those Resolutions numbered 1 and 2 in the Notice of General Meeting
CIG Second Tranche Shares 142,522,475 of the CIG Subscription Shares
CIG Second Tranche Subscription the conditional subscription for the CIG Second Tranche Shares at the Issue
Price
CIG Subscription the subscription by CIG for the CIG Subscription Shares at the Issue Price
pursuant to the CIG Subscription Agreement
CIG Subscription Agreement the agreement dated 6 December 2023 between the Company (1) and CIG (2) in
respect of the CIG Subscription
CIG Subscription Shares 177,580,466 new Ordinary Shares
Company Hummingbird Resources plc, a company registered in England and Wales with
Company number 05467327
connected persons in the context of the Takeover Code, means in relation to a Director, those
persons whose interests in Ordinary Shares the Director would be required to
disclose pursuant to Part 22 of the Companies Act 2006 and related regulations
and includes any spouse, civil partner, infants (including step children),
relevant trusts and any company in which a director holds at least 20 per
cent. of its voting capital
Coris Bank Coris Bank International (Burkina Faso)
Coris Holdings Coris Holdings SA, a 63.61 per cent. shareholder in Coris Bank
CREST the relevant system (as defined in the CREST Regulations) in respect of which
Euroclear is the operator (as defined in those regulations)
CREST Manual the rules governing the operation of CREST, as published by Euroclear
CREST member a person who has been admitted by Euroclear as a system-member (as defined in
the CREST Regulations)
CREST participant a person who is, in relation to CREST, a system participant (as defined in the
CREST Regulations)
CREST member account ID the identification code or number attached to a member account in CREST
CREST participant ID shall have the meaning given in the CREST Manual
CREST payment shall have the meaning given in the CREST Manual
CREST Regulations the Uncertificated Securities Regulations 2001 (S.I. 2001 No, 3755) (as
amended)
CREST sponsor a CREST participant admitted to CREST as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST as a sponsored member (which includes all
CREST Personal Members)
dealing or dealt in the context of the Takeover Code, includes:
(a) acquiring or disposing of relevant securities, of the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to relevant securities, or of general control of relevant securities;
(b) taking, granting, acquiring, disposing of, entering into, closing out, terminating, exercising (by either party) or varying an option (including a traded option contract) in respect of any relevant securities;
(c) subscribing or agreeing to subscribe for relevant securities;
(d) exercising or converting, whether in respect of new or existing relevant securities, any securities carrying conversion or subscription rights;
(e) acquiring, disposing of, entering into, closing out, exercising (by either party) of any rights under, or varying, a derivative referenced, directly or indirectly, to securities;
(f) entering into, terminating or varying the terms of any agreement to purchase or sell securities;
(g) redeeming or purchasing, or taking or exercising an option over, any of its own relevant securities by the offeree company or an offeror; and
(h) any other action resulting, or which may result, in an increase or decrease in the number of relevant securities in which a person is interested or in respect of which he has a short position
derivatives include any financial product whose value in whole or in part is determined
directly or indirectly by reference to the price of an underlying security
Enlarged Share Capital the 832,521,218 Ordinary Shares in issue following the issue allotment and
admission to trading of the New Ordinary Shares, assuming full subscription
for the Open Offer Shares
Euroclear Euroclear UK & International Limited, the operator of CREST
Excess Application Facility the arrangement pursuant to which Qualifying Shareholders may apply for
additional Open Offer Shares in excess of their Open Offer Entitlement in
accordance with the terms and conditions of the Open Offer
Excess CREST Open Offer Entitlement in respect of each Qualifying CREST Shareholder, their entitlement (in
addition to their Open Offer Entitlement) to apply for Open Offer Shares
pursuant to the Excess Application Facility, which is conditional on them
taking up their Open Offer Entitlement in full
Excess Entitlement Open Offer Shares in excess of the basic Open Offer Entitlement (but not in
excess of the total number of Open Offer Shares)
Excess Shares Ordinary Shares applied for by Qualifying Shareholders under the Excess
Application Facility
Ex-entitlement Date the date on which the Existing Ordinary Shares are marked "ex" for entitlement
under the Open Offer, being 8.00 a.m. on 21 December 2024
Existing Ordinary Shares 640,495,504 Ordinary Shares in issue as at the date of this document
FCA the Financial Conduct Authority
Financial Promotion Order the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(as amended)
First Tranche Subscription the unconditional subscription for the First Tranche Subscription Shares
First Tranche Subscription Shares 3,518,814 of the Subscription Shares
Form of Proxy the form of proxy for use in connection with the General Meeting
FSMA the Financial Services and Markets Act 2000 (as amended)
General Meeting the general meeting of the Company to be held at the offices of Gowling WLG
(UK) LLP at 4 More London Riverside, London SE1 2AN at 1:00 p.m. on 10 January
2024, or any adjournment thereof, notice of which is set out at the end of
this document
General Resolutions those Resolutions numbered 7 and 8 in the Notice of General Meeting
Group together the Company and its subsidiary undertakings
Independent Directors all of the Directors, with the exception of Ernie Nutter, who is participating
in the Second Tranche Subscription
Independent Shareholders all of the Shareholders, with the exception of CIG
interest in the context of the Takeover Code, a person having an interest in relevant
securities includes where a person
(a) owns securities;
(b) has the right (whether conditional or absolute) to exercise or direct the exercise of the voting rights attaching to securities or has general control of them;
(c) by virtue of any agreement to purchase, option or derivative, has the right or option to acquire securities or call for their delivery or is under an obligation to take delivery of them, whether the right, option or obligation is conditional or absolute and whether it is in the money or otherwise; or
(d) is party to any derivative whose value is determined by reference to the prices of securities and which results, or may result, in his having a long position in them
Irrevocable Undertakings the irrevocable undertaking from CIG and each of the Directors as described in
paragraph 6.1 of Part 6
ISIN International Securities Identification Number
Issue Price 11.2625 pence per New Ordinary Share
Latest Practicable Date 20 December 2023 being the latest practicable date prior to the publication of
this document
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the Second Tranche Subscription Shares, the CIG Second Tranche Shares and the
Open Offer Shares
Notice of General Meeting the notice of the General Meeting set out at the end of this document
Open Offer the conditional invitation made to Qualifying Shareholders to apply to
subscribe for Open Offer Shares at the Issue Price on the terms and subject to
the conditions set out in Part 3 (Terms and Conditions of the Open Offer) of
this document and, where relevant, in the Application Form
Open Offer Entitlement the pro rata entitlement of a Qualifying Shareholder, pursuant to the Open
Offer, to subscribe for 1 Open Offer Share for every 12.525 Existing Ordinary
Shares registered in their name as at the Record Date
Open Offer Shares up to 35,515,679 new Ordinary Shares conditionally offered to Qualifying
Shareholders pursuant to the Open Offer
Official List the Official List of the FCA
Ordinary Shares ordinary shares of £0.01 each in the capital of the Company
Overseas Shareholders Shareholders with registered addresses, or who are citizens or residents of,
or incorporated in, countries outside of the United Kingdom
Placement together the Subscription and the CIG Subscription (but, for the avoidance of
doubt, excluding the Open Offer)
Qualifying CREST Shareholders Qualifying Shareholders holding Existing Ordinary Shares in a CREST account
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Existing Ordinary Shares in certificated form
Qualifying Shareholders subject to any restrictions imposed on Overseas Shareholders, holders of
Existing Ordinary Shares whose names appear on the register of members of the
Company on the Record Date as holders of Existing Ordinary Shares and who are
eligible to be offered Open Offer Shares under the Open Offer in accordance
with the terms and conditions set out in this document and the Application
Form and for the avoidance of doubt the Open Offer is not being made to (i)
persons in Restricted Jurisdictions; or (ii) CIG; or (iii) any subscribers
under the First Tranche Subscription.
Proposals the proposals being the issue of the Second Tranche Subscription Shares, the
CIG Second Tranche Shares and the Open Offer Shares
Prospectus Rules the prospectus rules published by the FCA pursuant to section 73A of FSMA (as
amended from time to time)
Prospectus Regulation EU Regulation 2017/1129 (which forms part of UK domestic law pursuant to the
European Union (Withdrawal) Act 2018) on the requirements for a prospectus to
be published when securities are offered to the public or admitted to trading
Receiving Agents Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1
4DL
Record Date 6.00 p.m. on 19 December 2023, being the record date for the purposes of the
Open Offer
Registrars Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL
Relevant Securities (a) shares in the Company other than shares allotted pursuant
to:
(i) an employee share scheme (as defined by section 1166 of
the Act); or
(ii) a right to subscribe for shares in the Company where the
grant of the right itself constituted a Relevant Security; or
(iii) a right to convert securities into shares in the Company
where the grant of the right itself constituted a Relevant Security.
(b) any right to subscribe for or to convert any security into
shares in the Company other than rights to subscribe for or convert any
security into shares allotted pursuant to an employee share scheme (as defined
by section 1166 of the Act). References to the allotment of Relevant
Securities include the grant of such rights.
Resolutions the resolutions set out in the Notice of General Meeting
Restricted Jurisdictions the United States of America, Australia, Canada, Japan, the Republic of South
Africa and any other jurisdiction where the extension or availability of the
Open Offer would breach any applicable law
Rule 9 Rule 9 of the Takeover Code
Rule 9 Panel Waiver the waiver granted by the Takeover Panel, subject to approval of the
Independent Shareholders, of the obligation on CIG to make a mandatory offer
to Shareholders for the Ordinary Shares not owned by CIG upon completion of
the issue of the CIG Second Tranche Shares which would otherwise arise under
Rule 9
Rule 9 Waiver Resolution Resolution 9 as set out in the Notice of General Meeting
Second Tranche Subscription Shares 13,987,560 of the Subscription Shares
Second Tranche Subscription the conditional subscription by subscribers other than CIG for the Second
Tranche Subscription Shares at the Issue Price
Shareholders holders of Ordinary Shares
short position in the context of the Takeover Code, means any short position (whether
conditional or absolute and whether in the money or otherwise) including any
short position under a derivative, any agreement to sell or any delivery
obligation or right to require another person to purchase or take delivery
Subscription the direct subscription with the Company by certain subscribers, other than
CIG, for the Subscription Shares at the Issue Price
Subscription Shares together the First Tranche Subscription Shares and the Second Subscription
Shares
uncertificated or uncertificated form recorded on a register of securities maintained by Euroclear in accordance
with the CREST Regulations as being in uncertificated form in CREST and title
to which, by virtue of the CREST Regulations, may be transferred by means of
CREST
Takeover Code the City Code on Takeovers and Mergers
Takeover Panel the Panel on Takeovers and Mergers
UK or United Kingdom the United Kingdom of England, Scotland, Wales and Northern Ireland
US or United States the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
US Securities Act the US Securities Act of 1933 (as amended)
VWAP volume weighted average price
£ and p and GBP and pence the legal tender of the United Kingdom from time to time
US$ or $ US dollars being the legal tender of the United States from time to time
Voting Record Time the time and date on which Shareholders must be on the Company's register of
members in order to be able to attend and vote at the General Meeting, being
6.00 p.m. on 09 January 2024
Extract from the Circular - Statistics of the Placement and Open Offer
Issue Price 11.2625 pence
Number of Existing Ordinary Shares in issue as at the date of this document 640,495,504
Percentage of Existing Ordinary Shares held by CIG as at the Latest 29.999 per cent.
Practicable Date
Number of Second Tranche Subscription Shares** 13,987,560
Number of CIG Second Tranche Shares** 142,522,475
Maximum number of Open Offer Shares being offered pursuant to the Open Offer** 35,515,679
Number of New Ordinary Shares* 192,025,714
Enlarged Share Capital* 832,521,218
Market capitalisation of the Enlarged Share Capital at the Issue Price* c. £93.8 million
Maximum percentage of the Enlarged Share Capital represented by the CIG 42.0 per cent.
Subscription Shares***
Percentage of the Enlarged Share Capital represented by the New Ordinary 23.1 per cent.
Shares**
Maximum proceeds of the Open Offer* c. £4,000,000
Estimated gross proceeds of the Placement (inclusive of the proceeds of the c. $27,684,000
First Tranche Subscription and the CIG First Tranche Subscription, but
exclusive of any funds raised pursuant to the Open Offer)
ISIN of the Existing Ordinary Shares GB00B60BWY28
ISIN of the Open Offer Shares: Open Offer Entitlement GB00BP2F2566
ISIN of the Open Offer Shares: Excess CREST Open Offer Entitlement GB00BP2F2673
(* ) Assuming that the Open Offer is fully subscribed
(** ) Assuming that the Resolutions are passed at the General Meeting
(*** ) Assuming that the Resolutions are passed at the General Meeting and
there is no uptake under the Open Offer
The exchange rate used throughout this document for converting US dollars to
pounds sterling is 0.7937
Extract from the Circular - Expected Timetable of Principal Events
Each of the times and dates in the below is indicative only and may be subject
to change by the Company, in which event details of the new times and dates
will be notified to shareholders by announcement through a Regulatory
Information Service.
Record Date for entitlements under the Open Offer 6:00 p.m. on 19 December 2023
Voting Record Date for attendance and voting at the General Meeting 6:00 p.m. on 9 January 2024
Publication of this Circular and (to Qualifying Non-CREST Shareholders only) 21 December 2023
the Application Form
Ex-entitlement Date for the Open Offer 8:00 a.m. on 21 December 2023
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to As soon as practical after 8:00 pm on 22 December 2023
stock accounts of Qualifying CREST Shareholders in CREST
Latest recommended time and date for requesting withdrawal of Open Offer 4:30 p.m. on 3 January 2024
Entitlements and Excess CREST Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements and Excess CREST 3.00 p.m. on 4 January 2024
Open Offer Entitlements into CREST
Latest time and date for splitting Application Forms (to satisfy bona fide 3.00 p.m. on 5 January 2024
market claims only)
Latest time and date for receipt of completed Forms of Proxy and receipt of 1.00 p.m. on 8 January 2024
electronic proxy appointments via the CREST system
Latest time and date for receipt of the completed Application Form and 11.00 a.m. on 9 January 2024
appropriate payment in respect of Open Offer Shares or settlement of relevant
CREST instruction
Announcement of result of Open Offer 10 January 2024
General Meeting 1.00 p.m. on 10 January 2024
Announcement of results of General Meeting 10 January 2024
Admission and commencement of dealings in the New Ordinary Shares on AIM from 8:00 a.m. on 11 January 2024
CREST accounts expected to be credited for the New Ordinary Shares from 8:00 a.m. on 11 January 2024
Latest date for posting of share certificates for the New Ordinary Shares in by 18 January 2024
certificated form (if applicable)
Certain of the events in the above timetable are conditional upon, inter alia,
the approval of the Resolutions to be proposed at the General Meeting.
All references to time and dates in this document are to time and dates in
London.
**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. Further, 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:
·
Daniel Betts, CEO Hummingbird Resources plc Tel: +44 (0) 20 7409 6660
Thomas Hill, FD
Edward Montgomery, CD
James Spinney Strand Hanson Limited Tel: +44 (0) 20 7409 3494
Ritchie Balmer Nominated Adviser
James Asensio Canaccord Genuity Limited Tel: +44 (0) 20 7523 8000
Broker
Bobby Morse Buchanan Tel: +44 (0) 20 7466 5000
Oonagh Reidy Financial PR/IR Email: HUM@buchanan.uk.com (mailto:HUM@buchanan.uk.com)
George Pope
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