REG - Hummingbird Res. - Recommended Offer to be declared unconditional

Hummingbird ResourcesAnnouncement

02/01/2025 16:00

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RNS Number : 9764R  Hummingbird Resources PLC  02 January 2025

 

 

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 NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF
ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR
OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR
APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE. THE OFFER
DOCUMENT WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE PROPOSED OFFER,
INCLUDING DETAILS OF HOW TO ACCEPT THE OFFER. ANY RESPONSE TO THE OFFER SHOULD
BE MADE ONLY ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018 ("MAR"). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

 

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

2 January 2025

Recommended Cash Offer

by

Nioko Resources Corporation ("Nioko")

for

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

Recommended Cash Offer to be declared unconditional when made

On 16 December 2024, the boards of each of Nioko and Hummingbird announced
that they had reached agreement on the terms of a recommended all cash offer
to be made by Nioko for the entire issued and to be issued share capital of
Hummingbird not already owned, or agreed to be acquired, by Nioko (the
"Offer").  Terms defined in that announcement have the same meaning in this
announcement. Nioko has reconfirmed that under the terms of the Offer,
Ordinary Shareholders shall be entitled to receive, for each Ordinary Share
2.6777 pence in cash (the "Offer Price").

Update on Offer Conditions

In the announcement of the Offer on 16 December 2024, the Offer was to be
subject to the satisfaction of a number of Conditions including, among other
things, the Rule 9 Waiver Condition, the Regulatory Approvals, no Insolvency
Event occurring in respect of the Hummingbird Group and no cancellation/loss
of any Core Mining Licence.  The Rule 9 Waiver Condition has now been
satisfied following the Company's general meeting on 23 December 2024, as
announced by the Company on 24 December 2024.  There is no acceptance
condition in respect of the Offer.

Nioko has informed Hummingbird that it wishes to waive the remaining
Conditions.  The offer document relating to the Offer is expected to be
published on or before 13 January 2025, which will set out the full terms of
the Offer and the procedures for acceptance. Proposals to holders of rights
over Ordinary Shares will be made at the same time. Hummingbird and Nioko are
therefore pleased to announce that the Offer and such proposals, when made,
will be declared unconditional from the outset.  In accordance with the
Takeover Code however, the Offer, when made, will remain open for acceptance
for at least 21 days, and consideration payable to accepting shareholders
would be sent within 14 days thereafter.

Nioko is making the required applications in respect of the Regulatory
Approvals relating to the change of control of the Company.  Whilst the
formal responses to such applications remain outstanding, Nioko believes that
the best interests of Hummingbird's stakeholders would be served by proceeding
with the acquisition of control in order the stabilise the Group's operations,
accelerate the process of securing additional external financing and work
towards putting the Hummingbird Group on a sustainable footing.  This
approach will also enable the Hummingbird Group to extend its existing debt
facilities and secure the additional funding required, in order to alleviate
the Group's immediate financial pressures as it moves to restructure its
operations.

Nioko will continue to engage with the relevant regulatory authorities in the
jurisdictions where the Group's assets are located in order to secure the
formal approvals and to take those assets to the next stage of their
development.  The Company also continues in negotiations with the Malian
Government in respect of the application of the 2023 Mining Code, which are
expected to result in additional near-term payment obligations.  Shareholders
should be aware that the outcome of the discussions with regulatory
authorities in respect of the change of control are uncertain and could result
in an adverse costs or impact in respect of the mining and exploration
licences.

Update on Debt-to-Equity Conversion

Following the satisfaction of the Rule 9 Waiver Condition, the first stage of
the Debt-to-Equity Conversion took place on 24 December 2024, converting
US$4.55 million of the US$30 million of the New CIG Loan into 130,958,159 new
Ordinary Shares of the Company in accordance with the Subscription Agreement
dated 27 November 2024.  Nioko and the Company have given notice to each
other of the waiver of the remaining conditions to the Subscription Agreement,
other than admission of the Stage 2 Conversion Shares ("Admission").
Accordingly, all conditions to the Stage 2 Conversion have now been satisfied
or waived, other than Admission of the Stage 2 Conversion Shares.  The
conversion of the balance of the New CIG Loan will now proceed, converting the
remaining US$25.45 million of outstanding principal under the New CIG Loan
into 732,121,332 Stage 2 Conversion Shares at a Conversion Price of 2.6777
pence per Ordinary Share ("Stage 2 Conversion Shares"), with Admission of the
Stage 2 Conversion Shares expected on or around 7 January 2025.   Accrued
interest under the New CIG Loan remains outstanding.  Following the issue of
the Stage 2 Conversion Shares, Nioko will hold approximately 71.8% of the
Company's Enlarged Share Capital as defined below.

Following the issuance of the Stage 2 Conversion Shares, Nioko will have
significant control over Hummingbird and will be in a position to ensure the
approval, or rejection, of ordinary resolutions of Hummingbird and determine
the overall strategy of the Hummingbird Group.

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for Admission of the
Stage 2 Conversion Shares to trading on AIM, which is expected to take effect
on or around 7 January 2025.

Following Admission, the Company's issued share capital will consist of
1,674,388,481 ordinary shares (the "Enlarged Share Capital"), all with voting
rights. The Company does not hold any shares in treasury. Therefore, the total
number of voting rights in the Company following Admission will be
1,674,388,481, which may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in the Company under the FCA's
Disclosure Guidance and Transparency Rules.  The International Securities
Identification Number for Hummingbird's ordinary shares is GB00B60BWY28.

Delisting

Nioko intends to proceed with the cancellation of the admission to trading of
the Company's Ordinary Shares on AIM, once a sufficient level of acceptances
under the Offer is reached such that Nioko would hold at least 75% of the
Ordinary Shares of the Company then exercisable at a general meeting of the
Company's shareholders.  Shortly following the cancellation, Nioko intends to
re-register Hummingbird as a private limited company.  Such cancellation of
admission to trading on AIM and re-registration as a private limited company
would significantly reduce the liquidity and marketability of any Hummingbird
Ordinary Shares in respect of which the Offer has not been accepted at that
time and their value may be affected as a consequence.  Shareholders are
encouraged to accept the Offer promptly upon the offer documents being
published.  Nioko also intends to exercise compulsory acquisition rights
under sections 979 and 980 of the Companies Act 2006 should it achieve the
requisite level of acceptances in respect of the Offer.

Geoff Eyre, Interim CEO of Hummingbird Resources plc, commented:

"I am delighted that Nioko has taken this step to waive all remaining
conditions in connection with the offer which can now proceed quickly to
completion. This will enable the much needed cost savings, operational
improvements and recovery of the business to be implemented expeditiously and
efficiently under Nioko's control."

This announcement has been made with the consent of Nioko.  None of the
statements in this announcement are "post-offer undertakings" for the purposes
of Rule 19.5 of the Takeover Code.

**END**

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). The
Company currently has two core gold projects, the operational Yanfolila Gold
Mine in Mali, and the Kouroussa Gold Mine in Guinea. 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, 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 to Hummingbird
 James Spinney           Strand Hanson Limited                                            Tel: +44 (0) 20 7409 3494

 James Dance             Joint Financial Adviser & Nominated Adviser to Hummingbird

 Ritchie Balmer

 David Asquith
 Andrew Chubb            Hannam & Partners                                                Tel: +44 (0)20 7907 8500

 Ernest Bell             Joint Financial Adviser to Nioko                                 Email: ac@hannam.partners (mailto:ac@hannam.partners)

 Franck Nganou
 Filipe Martins          SCP Resource Finance LP                                          Tel: +44 (0)20 4548 1765

                         Joint Financial Adviser to Nioko                                 Email: fmartins@scp-rf.com (mailto:fmartins@scp-rf.com)
 Bobby Morse             Buchanan                                                         Tel: +44 (0) 20 7466 5000

 Oonagh Reidy            PR Adviser to Hummingbird                                        Email: HUM@buchanan.uk.com (mailto:HUM@buchanan.uk.com)

 George Pope
 Jos Simson              Tavistock                                                        Tel: +44 (0) 20 7920 3150

 Gareth Tredway          PR Adviser to Nioko

 

Important Notices

Stifel Nicolaus Europe Limited (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 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 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.

H&P Advisory Ltd (Hannam & Partners), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively for Nioko and for no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone
other than Nioko for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this announcement.
Neither Hannam & Partners, 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 Hannam & Partners in connection with this announcement,
any statement contained herein or otherwise.

SCP Resource Finance LP (SCP Resource Finance), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is
acting exclusively for Nioko and for no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone
other than Nioko for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this announcement.
Neither SCP Resource Finance, 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 SCP Resource Finance in connection with this announcement, any
statement contained herein or otherwise.

Inside information

This Announcement contains inside information as stipulated under the Market
Abuse Regulation No. 596/2014 (incorporated into UK law by virtue of
the European Union (Withdrawal) Act 2018 as amended by virtue of the Market
Abuse (Amendment) (EU Exit) Regulations 2019). Upon the publication of this
Announcement via a regulatory information service, this inside information is
now considered to be in the public domain.

This announcement contains inside information in relation to Hummingbird for
the purposes of Article 7 of the Market Abuse Regulation. The person
responsible for making this announcement on behalf of Hummingbird is Geoff
Eyre, Chief Executive Officer.

Further information

This Announcement is not intended to, and does not, constitute or form any
part of an offer to sell or an invitation to purchase or subscribe for any
securities or the solicitation of an offer to buy or subscribe for any
securities pursuant to the Offer or otherwise.  The Offer will be made solely
by means of the Offer and the Form of Acceptance accompanying the Offer
Document, which will contain the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Shareholders are strongly
advised to read the Offer Document in full once it has been despatched.

Responsibility

Unless otherwise determined by Nioko, the Offer will not be made, directly or
indirectly, in or into, or by the use of mails or by any means or
instrumentality (including, without limitation, by means of telephone,
facsimile, telex, internet or other forms of electronic communication) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, the United
States, Canada, Australia or Japan or any other Restricted Jurisdiction
and the Offer will not be capable of acceptance by any such use,
instrumentality or facility or from within those jurisdictions. Accordingly,
copies of this Announcement and formal documentation relating to the Offer are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, transmitted, distributed, sent or accessed in or into or from the
United States, Canada, Australia or Japan or any other Restricted
Jurisdiction.  Persons receiving this Announcement (including without
limitation custodians, nominees and trustees) should observe these
restrictions and must not mail or otherwise forward, transmit, distribute or
send it in or into or from the United
States, Canada, Australia or Japan or any other Restricted
Jurisdiction.  Doing so may render invalid any purported acceptance of the
Offer.

The availability of the Offer or the distribution of this Announcement to
Ordinary Shareholders who are not resident in the United Kingdom may be
restricted by the laws of the relevant jurisdiction in which they are located
or of which they are citizens.  Such persons should inform themselves of, and
observe, all applicable legal and regulatory requirements of their
jurisdictions.  Any failure to comply with the requirements of such
jurisdictions may constitute a violation of the securities laws of such
jurisdictions.  Further details in relation to overseas shareholders will be
contained in the Offer Document.

This Announcement has been prepared for the purposes of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this Announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside
of England.

Cautionary note regarding forward-looking statements

This Announcement (including information incorporated by reference into this
Announcement), oral statements made regarding the Offer and other information
published by Nioko and/or Hummingbird may contain "forward-looking statements"
relating to Nioko and Hummingbird and the business sectors in which they
operate.  Generally, the words "will", "may", "should", "continue",
"believes", "expects", "intends", "anticipates", "forecast", "plan" and
"project" or similar expressions identify forward-looking statements.  Such
statements reflect the relevant company's current views with respect to future
events and are subject to risks, assumptions and uncertainties that could
cause the actual results to differ materially from those expressed or implied
in the forward-looking statements.  Many of these risks, assumptions and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions, changes in
general economic and business conditions and the behaviour of other market
participants.  Neither Nioko or Hummingbird can give any assurance that the
forward-looking statements will prove to have been correct.  You should not,
therefore, place undue reliance on these forward-looking statements, which
speak only as of the date of this Announcement.  Neither Nioko nor
Hummingbird undertakes any obligation to update or revise publicly any of the
forward-looking statements set out herein, whether as a result of new
information, future events or otherwise, except to the extent legally
required.

Publication on websites

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
will be available on Nioko's website (https://niokoresources.com
(https://niokoresources.com/) ) and on Hummingbird's website
(https://www.hummingbirdresources.co.uk/
(https://www.hummingbirdresources.co.uk/) ) by no later than 12 noon on 03
January 2025.

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(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
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(s), 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 shall
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 Panel's website
at http://www.thetakeoverpanel.org.uk (http://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 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.

Rounding

Certain figures included in this announcement have been subject to rounding
adjustments.

Time

All times shown in this announcement are London times, unless otherwise
stated.

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, a person so entitled may
request a copy of this Announcement and any information incorporated into it
by reference to another source in hard copy form. A person may also request
that all future documents, announcements and information to be sent to that
person in relation to the Offer should be in hard copy form. For persons who
receive a copy of this Announcement in electronic form or via a website
notification, a hard copy of this Announcement will not be sent unless so
requested from such persons by submitting a request in writing
to Hummingbird's registrars, Link Group, on Tel: 0371 664 0321 from
the United Kingdom (UK) or +44 371 664 0321 from overseas or by post
at Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL. Calls
are charged at the standard geographic rate and will vary by provider. Calls
outside the UK will be charged at the applicable international rate. Lines
are open between 9:00 a.m. and 5:30 p.m., Monday to Friday (excluding public
holidays in England and Wales), or by email
at shareholderenquiries@linkgroup.co.uk.

 

 

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