REG - Hummingbird Res. - Update on Cancellation of AIM Admission

Hummingbird ResourcesAnnouncement

31/01/2025 17:30

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RNS Number : 5380V  Hummingbird Resources PLC  31 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 CONTAINS THE FULL TERMS OF THE OFFER, INCLUDING DETAILS OF HOW TO
ACCEPT THE OFFER. ANY RESPONSE TO THE OFFER SHOULD BE MADE SOLELY ON THE BASIS
OF THE INFORMATION CONTAINED 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 UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("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

31 January 2025

Unconditional Recommended Cash Offer

by

Nioko Resources Corporation
("Nioko")

for

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

Update on cancellation of admission to trading on AIM

Further to the announcement made by Hummingbird Resources plc (AIM:HUM) and
Nioko Resources Corporation ("Nioko") on 13 January 2025, the Company notes
Nioko's announcement today, confirming it has received valid acceptances in
respect of the Offer such that it now holds 75 per cent. or more of
Hummingbird's issued ordinary share capital, and accordingly, as previously
stated as the intention, Nioko requested the Board of Hummingbird to apply for
the cancellation of the admission to trading on AIM of Hummingbird Shares
("Cancellation").

Accordingly, Hummingbird today confirms that Cancellation is expected to take
effect on or shortly after 7.00 a.m. on 3 March 2025 and, accordingly, the
final day of trading on AIM of Hummingbird Shares will be 28 February 2025.

Following the Cancellation, Nioko intends that Hummingbird will seek to
re-register as a private company. The Cancellation and the re-registration of
Hummingbird as a private limited company will significantly reduce the
liquidity and marketability of any Hummingbird Shares not acquired pursuant to
the Offer at that time and their value may be affected as a consequence. Any
remaining Hummingbird Shareholders (unless their Hummingbird Shares are
acquired by Nioko pursuant to the provisions of Chapter 3 of Part 28 of the
Companies Act) would become minority shareholders in a majority controlled
private limited company and may therefore be unable to sell their Hummingbird
Shares. There can be no certainty that Hummingbird will pay any dividends or
other distributions or that such minority Hummingbird Shareholders would again
be offered an opportunity to sell their Hummingbird Shares on terms which are
equivalent to or no less advantageous than those under the Offer.

The Offer, which remains subject to the terms and conditions set out in the
Offer Document and Form of Acceptance, will remain open for acceptances until
the final Closing Date, with shareholders receiving at least 14 days' notice
prior to the specified date. The Offer will therefore be open for acceptances
until 1.00 p.m. (London time) on the Closing Date, following which the Offer
will be closed.

If Nioko receives acceptances under the Offer, and/or otherwise acquires
Hummingbird Shares such that it holds, 90 per cent. or more of the Hummingbird
Shares to which the Offer relates, Nioko intends to exercise its rights in
accordance with Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Hummingbird Shares on the same terms as the Offer.

Hummingbird Shareholders who have not yet accepted the Offer are urged to do
so as soon as possible in accordance with the procedure set out in paragraph
15 of Part 1 of the Offer Document. By way of summary:

·      Hummingbird Shareholders wishing to accept the Offer in respect
of Hummingbird Shares held in certificated form, should complete, sign and
return the Form of Acceptance in accordance with the instructions printed on
it and set out in paragraph 15.1 of Part 1 (Letter from Nioko) of the Offer
Document, together with any appropriate document(s) of title, so as to be
received by post to the Receiving Agent, Link Group, Corporate Actions, at
Central Square, 29 Wellington Street, Leeds LS1 4DL as soon as possible and in
any event so as to be received by no later than 1.00 p.m. (London time) on the
Closing Date.

·      Hummingbird Shareholders wishing to accept the Offer in respect
of Hummingbird Shares held in uncertificated form (that is, shares held in
CREST) should make their acceptance electronically through CREST by following
the procedure set out in paragraph 15.2 of Part 1 (Letter from Nioko) of the
Offer Document, so that the TTE instruction settles as soon as possible and,
in any event, no later than 1.00 p.m. (London time) on the Closing Date.

Shareholder helpline

If Hummingbird Shareholders have further questions on the Offer, there is a
Shareholder Helpline available between the hours of 9.00 a.m. and 5.30 p.m.
(London time) Monday to Friday (excluding public holidays in England and
Wales) or by email at operationalsupportteam@linkgroup.co.uk. The Shareholder
Helpline is operated by Link Group on Tel: 0371 664 0321 from the UK and +44
371 664 0321 from overseas. Please note that Link Group, as operator of the
Shareholder Helpline, will only be able to provide information contained in
the Offer Document and cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training purposes.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the offer document in respect of the
Offer. All references to times in this announcement are to London time unless
stated otherwise.

**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). 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 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.

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 is being made solely
by means of the Offer Document and (where applicable) the Form of Acceptance
accompanying the Offer Document, which contain the full terms 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 received.

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
Hummingbird 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 are
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.  Hummingbird
Shareholders 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 made 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 1
February 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, 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.

 

 

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