REG - Nioko Resources Corp Hummingbird Res. - Acceptance Level Update

Hummingbird ResourcesAnnouncement

31/01/2025 07:00

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RNS Number : 3755V  Nioko Resources Corporation  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.

FOR IMMEDIATE RELEASE

31 January 2025

Unconditional Recommended Cash Offer

for

Hummingbird Resources plc

by

Nioko Resources Corporation

Acceptance Level Update

Introduction

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).

On 2 January 2025, the boards of Hummingbird and Nioko announced that the
Offer, once made, would be unconditional from the outset.

On 13 January 2025, the full terms and conditions of the Offer and the
procedures for acceptance (the Offer Document), together with the related Form
of Acceptance, were published and posted to Hummingbird Shareholders (and for
information purposes, to holders of options under any Hummingbird Share Plan
and persons with information rights). The Offer Document and the Form of
Acceptance are available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at Hummingbird's website
(www.hummingbirdresources.co.uk (http://www.hummingbirdresources.co.uk) ).

 

Capitalised terms not otherwise defined in this announcement shall have the
meaning given to them in the Offer Document.

 

Acceptance level update

 

In accordance with Rule 17 of the Takeover Code, Nioko is pleased to announce
that, as at 6.00 p.m. (London time) on 30 January 2025 (being the last
Business Day prior to the date of this announcement), valid acceptances of the
Offer (Valid Acceptances) had been received in respect of a total of
122,717,867 Hummingbird Shares, representing approximately 7.32 per cent. of
Hummingbird's existing issued share capital. 1,440 Hummingbird Shares have
been accepted pursuant to irrevocable undertakings to accept.

 

So far as Nioko is aware, as informed by Hummingbird, included within the
above are Valid Acceptances in respect of 122,717,867 Hummingbird Shares
(representing, in aggregate, approximately 7.32 per cent. of Hummingbird's
existing issued share capital).

 

The percentages of Hummingbird Shares referred to in this announcement are
based on figures of 1,674,388,481 Hummingbird Shares in issue as at close of
business in London on 30 January 2025 (being the last Business Day prior to
the date of this announcement), in accordance with information publicly
available to Nioko as at the date of this announcement.

 

Cancellation of the shares and recommendation for Hummingbird Shareholders to
accept

 

As at the date of this announcement, the level of acceptances in relation to
the Offer are such that on closing of the Offer the holding of Nioko would be
in excess of 75%, and so Hummingbird intends to make an application to the
London Stock Exchange for the cancellation of the admission to trading of
Hummingbird Shares on AIM (the Cancellation). As soon as possible after the
Cancellation, it is intended that Hummingbird will be re-registered as a
private limited company.

 

The (i) Cancellation and re-registration of Hummingbird as a private limited
company and (ii) the closing of the Offer would mean that Hummingbird Shares
would no longer remain tradeable on AIM and liquidity in, and marketability
of, the Hummingbird Shares would be more limited, and holdings of Hummingbird
Shares would be difficult to value and to trade. Hummingbird Shareholders are
reminded of the Independent Hummingbird Directors' recommendation that all
Hummingbird Shareholders accept the Offer.

 

Offer remains open and action to be taken by Hummingbird Shareholders

The Offer will remain open for acceptance until further notice. At least 14
calendar days' notice will be given by an announcement before the Offer is
closed. Hummingbird Shareholders who have not yet accepted the Offer are urged
to do so as soon as possible in accordance with the following procedures.

The Offer Document (including any documents incorporated into it by reference)
should be read as a whole and in conjunction with the accompanying Form of
Acceptance.

 

Hummingbird Shareholders' attention is drawn to the letter from the Executive
Chairman of Hummingbird in Part 2 (Letter from the Chair of Hummingbird
Resources plc) of the Offer Document, which contains the recommendation of the
Independent Hummingbird Directors that they accept the Offer.

 

If Hummingbird Shareholders wish to accept the Offer in respect of Hummingbird
Shares held in uncertificated form (that is, shares held in CREST), acceptance
should be made 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.

 

If Hummingbird Shareholders wish to accept the Offer in respect of Hummingbird
Shares held in certificated form, they 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.

 

The attention of Hummingbird Shareholders is drawn to the letter from Nioko
set out in Part 1 (Letter from Nioko) of the Offer Document. Hummingbird
Shareholders' attention is also drawn to the further information contained in
the Offer Document and, in particular, to the further terms in Part 3 (Further
terms of the Offer and Acceptances), the information on Nioko and the
Hummingbird Group in Part 4 (Additional Information) (including the
information on United Kingdom taxation in Part C of Part 4 (Additional
Information)) of the Offer Document.

 

Interests in securities

Save as disclosed in this announcement, as at the close of business in London
on 30 January 2025, neither Nioko, nor any Nioko Director, nor, so far as the
Nioko Directors' are aware, any other person acting, or deemed to be acting,
in concert with Nioko:

·      had any interest in, or right to subscribe in respect of, any
relevant Hummingbird securities;

 

·     had 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 any right to require
another person to take purchase or take delivery of relevant Hummingbird
securities;

 

·     had procured an irrevocable commitment or letter of intent to accept
the terms of the Offer in respect of relevant Hummingbird securities; or

 

·     had borrowed or lent any relevant Hummingbird securities, save for
any borrowed shares which have been either on-lent or sold.

Settlement

Settlement of the consideration to which any Hummingbird Shareholder is
entitled under the Offer will be effected in respect of further acceptances
received while the Offer remains open, complete in all respects, within 14
calendar days of such receipt.

Hummingbird Shareholders should note that if they accept the Offer while the
Offer remains open, they will receive the consideration in respect of their
Hummingbird Shares within 14 calendar days of receipt of such acceptance.

Shareholder helpline

If you 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. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. 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.

Enquiries:

 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

 

Further information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of an offer, invitation or the solicitation
of an offer to purchase or subscribe, 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, nor shall
there be any sale, issuance or transfer of securities in Hummingbird in any
jurisdiction in contravention of applicable law. The Offer will be made solely
pursuant to the terms of the Offer Document which contains the full terms and
conditions of the Offer, including details of how to accept the Offer. Any
decision in respect of, or other response to, the Offer, should be made only
on the basis of information contained in the Offer Document.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or from an independent financial adviser duly authorised under the FSMA if you
are resident in the UK or, if not, from another appropriately authorised
independent financial adviser.

Disclaimers

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 document 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 document.
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 document, 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 document 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 document.
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 document, 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 document 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 document.
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 document, 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 document 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 document.
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 document, any
statement contained herein or otherwise.

Overseas Shareholders

Unless otherwise determined by Nioko or required by the Takeover Code and
permitted by applicable law and regulation, the Offer is not being, and will
not be, made available, in whole or in part, directly or indirectly, in or
into or from a Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction and no person may accept the Offer by any such use,
means, instrumentality or from within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction, and as of the date of the Offer Document and the accompanying
Form of Acceptance, Nioko contemplates extending the Offer to Canadian
residents and U.S. residents pursuant to exemptions from the respective
take-over bid and tender offer requirements under Canadian and U.S. securities
laws. Copies of the Offer Document and any formal documentation relating to
the Offer are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including, without
limitation, agents, custodians, nominees and trustees) must not mail, or
otherwise forward, distribute or send it in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported acceptance of
the Offer. Unless otherwise permitted by applicable law and regulation, the
Offer may not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Offer may not
be capable of acceptance by any such use, means, instrumentality or
facilities.

This document, the Offer Document and the accompanying Form of Acceptance have
been prepared for the purposes of complying with English law, the applicable
requirements of the Companies Act, the Takeover Code, the Panel, the FCA and
the London Stock Exchange and applicable securities law and the information
disclosed may not be the same as that which would have been disclosed if the
Offer Document had been prepared in accordance with the laws of any other
jurisdiction (in particular, in Canada). Readers are reminded that the Offer
has not been approved or disapproved by any securities regulatory authority in
Canada nor has any securities regulatory authority in Canada passed upon the
fairness or merits of such Offer or upon the accuracy or adequacy of the
information contained in the Offer Document.

Notice to U.S. holders of Hummingbird Shares

The Offer is being made for the securities of an English company that is
listed on the London Stock Exchange by means of a contractual takeover offer
under the Takeover Code and English law and is subject to disclosure
requirements and practices that are different, in some cases materially, from
the tender offer rules of the United States. The financial information
included in the Offer Document has been prepared in accordance with accounting
standards applicable in the United Kingdom and thus may not be comparable to
financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the United States.

For U.S. holders of Hummingbird Shares, the receipt of cash pursuant to the
terms of the Offer as consideration for the transfer of their Hummingbird
Shares, may be treated as a taxable transaction for U.S. federal income tax
purposes and under applicable U.S. state and local, as well as foreign and
other, tax laws. Each holder of Hummingbird Shares is urged to consult with
its own legal, tax and financial advisers in connection with making a decision
regarding this transaction and as to the U.S. federal, and applicable U.S.
state, local, and foreign, tax consequences to it of the transaction
contemplated hereby in light of such holders' specific circumstances.

For purposes of the U.S. Exchange Act, it is intended that the Offer be made
pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act and
benefitting from exemptions available to "Tier I" cross-border tender offers.
Accordingly, the Offer will be subject to disclosure and other procedural
requirements under the applicable laws of the United Kingdom, including with
respect to offer timetable, settlement procedures and timing of payments that
may be materially different from those applicable under U.S. domestic tender
offer procedures and law, and certain rules applicable to tender offers made
into the United States, including rules promulgated under Section 14(d),
Section 14(e)(1) and Section 14(e)(2) of the U.S. Exchange Act, do not apply.

Once the Offer closes, Nioko will acquire all Hummingbird Shares that have by
that time been validly tendered (or deemed to have been validly tendered) in
acceptance of the Offer and will, in accordance with the Takeover Code, settle
the relevant consideration for all such accepted Hummingbird Shares (other
than in respect of Hummingbird Shares acquired pursuant to a Hummingbird
Hummingbird Share Plan, in respect of which settlement with the relevant
Hummingbird Shareholders will be effected through payroll or such other method
as may be determined by Hummingbird or Nioko) within 14 days of such date,
rather than the three trading days that U.S. investors may be accustomed to in
U.S. domestic tender offers.

To the extent permitted by the Takeover Code and applicable law, in accordance
with normal UK practice and Rule 14e-5(b) under the U.S. Exchange Act, Nioko
and its nominees or brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Hummingbird Shares, other
than pursuant to the Offer, before or during the period in which the Offer
remains open for acceptance. Also, to the extent permitted by the Takeover
Code and applicable law in accordance with normal UK practice and Rule
14e-5(b) of the U.S. Exchange Act, Stifel, Hannam & Partners and SCP
Resource will continue to act as exempt principal traders in Hummingbird
Shares on the London Stock Exchange. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases will be disclosed as required in
the United Kingdom, will be reported to a Regulatory Information Service of
the FCA and will be available on the London Stock Exchange website:
www.londonstockexchange.com.

Neither the SEC nor any US state securities commission has approved or
disapproved of this transaction or passed upon the merits or fairness of such
transaction or passed upon the adequacy of the information contained in the
Offer Document. Any representation to the contrary is a criminal offence.
Nioko is an investment company registered in the Trade and Personal Property
Credit Register of Burkina Faso. The Nioko Directors are residents of
countries other than the United States and are not citizens of the United
States. As a result, it may be difficult for investors to effect service of
process within the United States upon the Nioko Directors or otherwise compel
Nioko, Hummingbird or their respective directors, officers and affiliates to
subject themselves to the jurisdiction and judgment of a U.S. court. It may
not be possible to sue Nioko or Hummingbird, or any of their respective
directors, officers or affiliates, in a non-U.S. court for violations of U.S.
securities laws. There is doubt as to the enforceability in the United
Kingdom, in original actions or in actions for enforcement of judgments of the
U.S. courts, of civil liabilities predicated upon U.S. federal securities
laws.

Dealing disclosure requirements

Under Rule 8.3(a) of the Takeover 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 Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person "deals" in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the "dealing" concerned and of the person's interests and
short positions in, and rights to subscribe for, any "relevant securities" of
each of: (i) the offeree company; and (ii) any securities exchange offeror,
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the business day following
the date of the relevant "dealing".

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an "interest in relevant
securities" of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons "acting in concert" with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose "relevant
securities" Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of "relevant
securities" in issue, when the "offer period" commenced and when any offeror
was first identified. You should contact the 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.

Forward-looking statements

This document (including information incorporated by reference into this
document), oral statements made regarding the Offer and other information
published by Nioko, and/or Hummingbird or members of the Hummingbird Group may
contain "forward-looking statements" relating to Nioko, Hummingbird and the
Hummingbird Group 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, Hummingbird or the Hummingbird Group 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 document. Neither Nioko, Hummingbird nor the
Hummingbird Group 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.

Profit forecasts

No statement in this document (including any statement of estimated costs
savings or synergies) is intended as a profit forecast or estimate of the
future financial performance of Nioko or the Hummingbird Group for any period
and, in particular, no statement in this document should be interpreted to
mean that earnings or earnings per share or dividend per share for Nioko or
the Hummingbird Group, as appropriate, for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for Hummingbird or otherwise.

Electronic communications

Please be aware that addresses, electronic addresses and certain other
information provided by Hummingbird Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Hummingbird may be provided to Nioko during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.

Publication on website and availability of hard copies

A copy of this document is and will be available free of charge, subject to
certain restrictions relating to persons resident or located in Restricted
Jurisdictions, for inspection on Hummingbird's website at
www.hummingbirdresources.co.uk (http://www.hummingbirdresources.co.uk/) , by
no later than 12.00 p.m. (London time) on the date following publication of
this document and during the course of the Offer. For the avoidance of doubt,
unless otherwise stated, neither the contents of Hummingbird's website nor the
contents of any website accessible from hyperlinks on Hummingbird's website
(or any other websites referred to in this document) are incorporated into, or
form part of, this document.

Pursuant to Rule 30.3 of the Takeover Code, you may, subject to certain
restrictions relating to persons resident or located in Restricted
Jurisdictions, request a hard copy of the Offer Document and all information
incorporated into the Offer Document 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,
Corporate Actions, 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
operationalsupportteam@linkgroup.co.uk.

All references to time in this document are to London time.

Hummingbird Shareholders may also, subject to certain restrictions relating to
persons resident or located in Restricted Jurisdictions, request that all
future documents, announcements and information sent to them in relation to
the Offer be in hard copy form. A hard copy of such document (including this
document), announcement or information will not be sent unless so requested.

Rounding

Certain figures included in this document have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

 

 

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