REG - Metals Exploration Condor Gold PLC - Court Sanction of the Scheme of Arrangement

Metals ExplorationAnnouncement

13/01/2025 18:15

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RNS Number : 1576T  Metals Exploration PLC  13 January 2025

13 January 2025

METALS EXPLORATION PLC

("MTL" or the "Company")

Court Sanction of the Scheme of Arrangement

On 4 December 2024, the boards of the Company and Condor Gold plc ("Condor
Gold") announced that they had reached agreement on the terms and conditions
of a recommended offer (the "Offer") for the entire issued and to be issued
ordinary share capital of Condor Gold by the Company (the "Acquisition").

The Acquisition is being implemented by way of a court-sanctioned scheme of
arrangement between Condor Gold and Condor Gold ordinary shareholders pursuant
to Part 26 of the Companies Act 2006 (the "Scheme"). On 11 December 2024, the
board of the Company and Condor Gold announced that a circular relating to the
Scheme had been published (the "Scheme Document").

Unless otherwise indicated, defined terms in this announcement shall have the
same meanings as those given to them in the Scheme Document.

Further to the announcement made on 6 January 2025 confirming that the Scheme,
and certain matters relating to its implementation, had been duly approved by
the Scheme Shareholders and the subsequent announcement made by the Company on
9 January 2025 confirming that the MTL Resolutions had been passed, MTL is
pleased to announce that the High Court of Justice has today sanctioned the
Scheme.

It is anticipated that the Effective Date of the Scheme will be 15 January
2025, being the date on which delivery of a copy of the Court Order (together
with a copy of the Scheme and all documents required to be annexed thereto (if
any)) to the Registrar of Companies is expected to occur.

Admission of New MTL Shares

Pursuant to the Acquisition, application has been made for 830,145,842 New MTL
Shares to be issued to Scheme Shareholders, in consideration for the transfer
of their Scheme Shares pursuant to the Scheme, to be admitted to trading on
AIM and, subject to the Scheme becoming Effective, it is expected that such
admission will become effective at 8.00 a.m. on or around 16 January 2025
("Admission").

On Admission of the 830,145,842 New MTL Shares, the Company will have
2,951,875,559 ordinary shares of £0.0001 each ("Ordinary Shares") in issue,
of which 393,513,302 Ordinary Shares are held in treasury. Accordingly, the
total number of voting rights is 2,558,362,257. This figure may be used by
shareholders in the Company as the denominator for the calculation by which
they may determine if they are required to notify their interest in, or change
to their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.

A further announcement will be made when the Scheme has become Effective.

 For further information, please contact or visit:

 Metals Exploration PLC
 Via BlytheRay                                      +44 (0) 207 138 3204

 Nominated & Financial Adviser:                     STRAND HANSON LIMITED
 James Spinney, James Dance, Rob Patrick            +44 (0) 207 409 3494

 Public Relations:                                  BLYTHERAY
 Megan Ray, Said Izagaren                           44 (0) 207 138 3204

 Web:                                               www.metalsexploration.com (http://www.metalsexploration.com/)
 X:                                                 @MTLexploration (https://twitter.com/MTLexploration)
 LinkedIn:                                          Metals Exploration (https://www.linkedin.com/company/metals-exploration-plc)

 

IMPORTANT NOTICES

This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction whether
pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the UK may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in
the United Kingdom by the FCA, is acting as financial adviser exclusively to
MTL and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than MTL for
providing the protections offered to clients of Strand Hanson or for providing
advice in connection with any matter referred to in this announcement. Neither
Strand Hanson nor any of its affiliates (nor their respective directors,
officers, employees or agents) 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,
the Offer or otherwise. No representation or warranty, express or implied, is
made by Strand Hanson as to the contents of this announcement.

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, 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 the securities of Condor Gold in
any jurisdiction in contravention of applicable law. The Offer will be
implemented solely pursuant to the terms of the Scheme Document (or, if the
Offer is implemented by way of a Takeover Offer, the Offer Document), which
will contain the full terms and conditions of the Offer, including details of
how to vote in respect of the Offer. Any vote in respect of the Scheme or
other response in relation to the Offer should be made only on the basis of
the information contained in the Scheme Document (or, if the Offer is
implemented by way of a Takeover Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent
document or exempted document nor does this announcement, or the information
contained herein, constitute a solicitation of proxies within the meaning of
applicable Canadian Securities Laws.

MTL reserves the right to elect to implement the Offer by way of a Takeover
Offer as an alternative to the Scheme (subject to the Panel's consent and in
accordance with the terms of the Cooperation Agreement). In such event, the
Offer will be implemented on substantially the same terms, so far as
applicable, as those which will apply to the Scheme, subject to appropriate
amendments to reflect, among other things, the change in method of effecting
the Offer (including, without limitation: (i) the inclusion of an acceptance
condition set at 90 per cent. of the Condor Gold Shares to which such Offer
relates (or such other percentage as MTL may, subject to the rules of the
Takeover Code and with the consent of the Panel, decide); and (ii) those
required by, or deemed appropriate by, MTL under applicable law). Further, if
sufficient acceptances of such Offer are received and/or sufficient Condor
Gold Shares are otherwise acquired, it is the intention of MTL to apply the
provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily any
outstanding Condor Gold Shares to which such Offer relates.

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 independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the law of any jurisdiction other than the UK
should inform themselves of, and observe, any applicable legal or regulatory
requirements. Any failure to comply with such requirements may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Offer disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared in accordance
with and for the purpose of complying with English law, the Takeover Code, the
AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England including, without limitation the United States and Canada.

The availability of the Offer to Condor Gold Shareholders who are not resident
in and citizens of the UK may be affected by the laws of the relevant
jurisdictions in which they are located or of which they are citizens. Persons
who are not resident in the UK should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Any
failure to comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by MTL or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be made
available, directly or indirectly, in, into, from, 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 where to do so would violate the laws
in that jurisdiction and no person may vote in favour of the Scheme 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. Copies of this announcement and any formal documentation
relating to the Offer are not being, and may 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) may 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 vote in
respect of the Offer. If the Offer is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the Offer may
not be made directly or indirectly, in, into, from, 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.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Notice to Australian Condor Gold Shareholders

The offer of New MTL Shares and CVRs for issue, sale or re-sale within
Australia is prohibited unless a disclosure document has been lodged with the
Australian Securities and Investments Commission ("ASIC"), or an exemption
applies. The New MTL Shares and CVRs will be issued in reliance on exemptions
in ASIC Legislative Instrument 2015/358 as the Offer will be made under a
foreign compromise or arrangement that is made in accordance with laws in
force in the United Kingdom, being an eligible foreign country.

This announcement is not a disclosure document for the purposes of Chapter 6D
of the Australian Corporations Act 2001(Cth) ("Corporations Act") and does not
purport to include the information required of a disclosure document under
Chapter 6D of the Corporations Act. It has not been approved by any Australian
regulatory authority, such as ASIC or the Australian Securities Exchange and
has not been lodged with ASIC. You are advised to exercise caution in relation
to the proposal set out in this announcement. You should obtain independent
professional advice if you have any queries or concerns about any of the
contents or subject matter of this announcement.

To the extent this announcement is received by a Condor Gold Shareholder in
Australia, it is provided in reliance upon ASIC Corporations (Unsolicited
Offers-Foreign Bids) Instrument 2015/1070.

Notice to Canadian Condor Gold Shareholders

The enforcement by Canadian Condor Gold Shareholders of civil liabilities
under applicable Canadian Securities Laws may be affected adversely by the
fact that Condor Gold and MTL are incorporated under the laws of a
jurisdiction other than Canada, that some or all of Condor Gold's and MTL's
officers and directors are and, in the case of MTL, will be residents of
countries other than Canada, that some or all of the experts named in this
announcement may be residents of countries other than Canada, and that all or
a substantial portion of the assets of MTL, Condor Gold and such persons are
and will be located outside Canada. As a result, it may be difficult or
impossible for Canadian Condor Gold Shareholders to effect service of process
within Canada upon MTL, Condor Gold or the officers or directors or MTL and/or
Condor Gold or the experts named herein, or to realise against them, upon
judgments of courts of Canada predicated upon liabilities under applicable
Canadian Securities Laws. In addition, Canadian Condor Gold Shareholders
should not assume that the courts of England and Wales: (a) would enforce
judgments of courts of Canada obtained in actions against such persons
predicated upon civil liabilities under applicable Canadian Securities Laws;
or (b) would enforce, in original actions, liabilities against such persons
predicated upon civil liabilities under applicable Canadian Securities Laws.

The distribution of the New MTL Shares and the CVRs pursuant to the Offer will
constitute a distribution of securities that is exempt from the prospectus
requirements of applicable Canadian Securities Laws and is exempt from or
otherwise is not subject to the registration requirements under applicable
Canadian Securities Law. The New MTL Shares and the CVRs received pursuant to
the Offer will not be legended and may be resold through registered dealers in
all of the provinces and territories of Canada provided that (i) the trade is
not a "control distribution" as defined under applicable Canadian Securities
Laws, (ii) no unusual effort is made to prepare the market or to create a
demand for MTL Shares or the CVRs, (iii) no extraordinary commission or
consideration is paid to a person in respect of such sale, and (iv) if the
selling security holder is an insider (as defined under applicable Canadian
securities laws) or officer of MTL, as the case may be, the selling security
holder has no reasonable grounds to believe that MTL is in default of
applicable Canadian Securities Laws.

The Offer relates to the securities of a company organised under the laws of
England and Wales with a quotation on the AIM market of the London Stock
Exchange and the TSX and is proposed to be implemented pursuant to a scheme of
arrangement provided for under the 2006 Act. A transaction effected by means
of a scheme of arrangement may differ from the procedures and requirements
that would be applicable to a similar transaction under applicable Canadian
corporate laws or Canadian Securities Laws, including the including the
Canadian Take-Over Bid Rules. While MTL and Condor Gold will complete the
Offer in accordance with applicable Canadian Securities Laws, the Offer is
subject to the procedural and disclosure requirements, rules and practices
applicable to schemes of arrangement involving a target company incorporated
in England and Wales and listed on AIM and the TSX, which differ in certain
areas from the requirements applicable to similar transactions under
applicable Canadian corporate laws or applicable Canadian Securities Laws.

As a result of the Offer being effected by means of a scheme of arrangement
provided for under the 2006 Act, the Offer does not constitute a "take-over
bid" for the purposes of Canadian Take-Over Bid Rules. However, if, in the
future, MTL elects, with the consent of the Panel, to implement the Offer by
means of a Takeover Offer and determines to extend such Offer into Canada,
such Offer will be made in compliance with all applicable Canadian Securities
Laws and regulations, including, without limitation, and to the extent
applicable, the Canadian Take-Over Bid Rules. In addition to any such Offer,
MTL, certain affiliated companies and their nominees or brokers (acting as
agents) may make certain purchases of, or arrangements to purchase, shares in
Condor Gold outside such Offer during the period in which such Offer would
remain open for acceptance. If such purchases or arrangements to purchase were
to be made, they would be made outside of Canada and would comply with
applicable law, including applicable Canadian Securities Laws. Any information
about such purchases will be disclosed as required in the United Kingdom, will
be reported to a Regulatory Information Service of the UK Financial Conduct
Authority and will be available on the London Stock Exchange's website:
www.londonstockexchange.com.

None of the securities, including the New MTL Shares, CVRs or Loan Notes to be
issued in connection with the Offer, referred to in this announcement have
been approved or disapproved by any Canadian securities regulatory authority
nor has any Canadian regulatory authority passed upon or determined the
fairness or merits of such securities or the Offer or upon the adequacy or
accuracy of the information contained in this announcement. Any representation
to the contrary is an offence.

The receipt of consideration pursuant to the Offer by a Canadian shareholder
of Condor Gold as consideration for the transfer of its Condor Gold Shares
will be a taxable transaction for Canadian federal income tax purposes and
under applicable Canadian provincial income tax laws, and may be a taxable
transaction for foreign and other tax laws. Upon the delisting of the Condor
Gold Shares from trading on the TSX, the Condor Gold Shares will cease to be
qualified investments under the Income Tax Act (Canada) for trusts governed by
registered retirement savings plans, registered retirement income funds,
registered disability savings plans, deferred profit sharing plans, registered
education savings plans, tax-free savings accounts and first home savings
accounts (each, a "Registered Plan"). Penalty taxes apply to a Registered Plan
that holds property that is not a qualified investment. Each annuitant,
subscriber or beneficiary of a Registered Plan that holds Condor Gold Shares
should consider causing such Registered Plan to dispose of such shares prior
the delisting of the Condor Gold Shares from trading on the TSX. Each
shareholder of Condor Gold is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Offer applicable to
them.

Notice to U.S. Condor Gold Shareholders

Condor Gold Shareholders in the United States should note that the Offer
relates to the securities of a company organised under the laws of England and
Wales and is proposed to be effected by means of a scheme of arrangement under
the 2006 Act. This announcement, the Scheme Document and certain other
documents relating to the Offer have been or will be prepared in accordance
with English law, the AIM Rules, the Takeover Code and UK disclosure
requirements, and the format and style applicable to a scheme of arrangement
under the 2006 Act, all of which differ from those in the United States. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure requirements of and
practices applicable in the United Kingdom to schemes of arrangement, which
differ from the disclosure requirements and practices of the United States
tender offer and proxy solicitation rules.

The New MTL Shares, the CVRs and the Loan Notes referred to in this
announcement have not been, and will not be, registered under the US
Securities Act or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold,
exercised, resold, transferred or delivered, directly or indirectly, in or
into the United States except pursuant to an exemption from the registration
requirements of the US Securities Act. The New MTL Shares, the CVRs and the
Loan Notes are expected to be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by section
3(a)(10) thereof. Condor Gold Shareholders who are or will be "affiliates"
(within the meaning of Rule 144 under the US Securities Act) of Condor Gold or
MTL prior to, or of MTL after, the Effective Date will be subject to certain
US transfer restrictions relating to the New MTL Shares, the CVRs and the Loan
Notes received pursuant to the Scheme as are further described in the Scheme
Document.

None of the securities referred to in this announcement nor the information
contained in this announcement has been approved or disapproved by the US
Securities and Exchange Commission, any state securities commission in the
United States or any other US regulatory authority, nor have such authorities
passed upon the fairness or merits of the proposal contained in this
announcement or determined the adequacy or accuracy of the information
contained herein. Any representation to the contrary is a criminal offence in
the United States.

Condor Gold's and/or MTL's financial statements, and all financial information
that is included in this announcement or that may be included in the Scheme
Document, or any other documents relating to the Offer, have been prepared in
accordance with UK adopted International Accounting Standards and may not be
comparable to the financial statements of companies in the United States or
other companies whose financial statements are prepared in accordance with US
generally accepted accounting principles. US generally accepted principles
differ in certain respects from UK adopted International Accounting Standards.
None of the financial information in this announcement has been audited in
accordance with the auditing standards generally accepted in the US or the
auditing standards of the Public Company Accounting Oversight Board of the US.

It may be difficult for US holders of Condor Gold Shares to enforce their
rights and any claims they may have arising under US federal securities laws
in connection with the Offer, since Condor Gold is organised under the laws of
a country other than the United States, and some or all of its officers and
directors may be residents of countries other than the United States, and most
of the assets of Condor Gold are located outside of the United States. US
holders of Condor Gold Shares may not be able to sue a non-US company or its
officers or directors in a non-US court for violations of US federal
securities laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's jurisdiction or judgment.

If, in the future, with the consent of the Panel, MTL were to elect to
implement the Offer by means of a Takeover Offer, such Offer will be made in
accordance with the Takeover Code. Such a Takeover Offer may be made in the
United States by MTL and no one else. Accordingly, the Offer may be subject to
disclosure and other procedural requirements, including with respect to
withdrawal rights, offer timetable, settlement procedures and timing of
payments that are different from those applicable under US domestic tender
offer procedures and law.

None of the securities referred to in this announcement have been approved or
disapproved by the US Securities and Exchange Commission, any State securities
commission in the United States or any other US regulatory authority, nor have
any such authorities passed judgment upon the fairness or the merits of the
Offer or determined if the information in this announcement is accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.

The receipt of the Fixed Consideration and the CVR Consideration pursuant to
the Offer in the United States as consideration for the transfer of Scheme
Shares pursuant to the Scheme may be a taxable transaction for United States
federal income tax purposes and under any applicable United States state and
local income tax laws. Each Scheme Shareholder in the United States is urged
to consult its independent professional tax or legal adviser immediately
regarding the US federal, state and local income and non-income tax
consequences of the Offer applicable to it, as well as any consequences
arising under the laws of any other taxing jurisdiction.

Dealing and Opening Position 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) of the Takeover Code
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(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 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.

Publication on websites

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on MTL's website
at https://metalsexploration.com/investors and on Condor Gold's website at
https://www.condorgold.com/investors by no later than 12 noon (London time) on
the Business Day following this announcement. For the avoidance of doubt,
neither the content of these websites nor of any other website accessible from
hyperlinks set out in this announcement is incorporated by reference or forms
part of this announcement.

 

 

 

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