REG - Saturn Resources Ltd Shanta Gold Limited - Glass Lewis and ISS recommend vote for acquisition

Shanta GoldAnnouncement

21/02/2024 07:00

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RNS Number : 8342D  Saturn Resources Ltd  21 February 2024

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.

FOR IMMEDIATE RELEASE

21 February 2024

RECOMMENDED CASH ACQUISITION

of

SHANTA GOLD LIMITED

by

SATURN RESOURCES LTD

(a newly formed company wholly-owned by ETC Holdings (Mauritius) Limited)

 

to be effected by means of a scheme of arrangement under Part VIII of the
Companies

(Guernsey) Law, 2008, as amended

 

(the "Acquisition")

 

TWO LEADING INDEPENDENT PROXY ADVISORY FIRMS RECOMMEND THAT SHANTA
SHAREHOLDERS VOTE IN FAVOUR OF THE RECOMMENDED CASH ACQUISITION

Saturn Resources Ltd ("Bidco"), a wholly-owned subsidiary of ETC Holdings
(Mauritius) Limited, and Shanta Gold Limited ("Shanta") announced on 20
December 2023 that they had reached an agreement on the terms of a recommended
cash acquisition by Bidco of the entire issued and to be issued share capital
of Shanta not already owned by any member of the Bidco Group.

Under the terms of the Acquisition, Scheme Shareholders (other than any member
of the Bidco Group) will be entitled to receive 13.5 pence per Scheme Share,
valuing the entire issued share capital of Shanta at approximately £141.95
million.

In addition, each Shanta Shareholder holding Shanta Shares at the relevant
record date will be entitled to receive and retain an interim dividend of up
to 0.15 pence per share intended to be declared by the Shanta Board and paid
prior to the Effective Date.

The Acquisition is to be implemented by means of a scheme of arrangement under
Part VIII of the Companies (Guernsey) Law, 2008 (the "Scheme"), which
requires, among other matters, the approval of the Scheme by Voting Scheme
Shareholders at the Court Meeting and that Shanta Shareholders vote in favour
of the Resolution to be proposed at the General Meeting.

Leading independent proxy advisory firms' recommendations

Bidco notes that Institutional Shareholder Services ("ISS") and Glass Lewis
have both issued supportive FOR recommendations, advising their institutional
shareholder subscribers to vote IN FAVOUR of the resolutions necessary to
approve the Scheme at the Court Meeting and General Meeting.

ISS and Glass Lewis are leading independent, third-party proxy advisory firms
which provide proxy voting recommendations to pension funds, investment
managers, mutual funds, and other institutional shareholders.

Badal Patel, CFO of Bidco, commented:

"Bidco believes that the recommendations from ISS and Glass Lewis to vote in
favour of the Acquisition are a further endorsement of the opportunity the
Acquisition represents for Shanta Shareholders.

These recommendations are in addition to the support of the Acquisition
received by Bidco from Shanta's two largest shareholders, via an irrevocable
undertaking and a letter of intent, and from those Independent Shanta
Directors who are shareholders, representing, in aggregate, over 18% of Shanta
Shares in issue."

Capitalised terms have the same meanings as those in the Scheme Document
posted to Shanta Shareholders on 25 January 2024.

 

Enquiries:

 

 Bidco and ETC Holdings
 Badal Patel, CFO, Bidco                                  +44 (0)20 3207 7800

 Berenberg (Financial Adviser to Bidco and ETC Holdings)
 Matthew Armitt, Miles Cox, Jennifer Lee, James Thompson  +44 (0)20 3207 7800

 

IMPORTANT NOTICES

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised and
regulated by the German Federal Financial Supervisory Authority ("BaFin") and
is authorised and regulated in the United Kingdom by the FCA, is acting as
financial adviser exclusively for Bidco and ETC Holdings and no one else in
connection with the matters set out in this announcement and will not be
responsible to anyone other than Bidco and ETC Holdings for providing the
protections afforded to clients of Berenberg for providing advice in
connection with any matter referred to herein. Neither Berenberg 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 Berenberg in connection with
this announcement, any statement contained herein, the Acquisition or
otherwise.

 

OVERSEAS JURISDICTONS

This announcement has been prepared in accordance with, and for the purposes
of complying with, Guernsey law, the Takeover Code, the Market Abuse
Regulation and the AIM Rules, and 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 of jurisdictions outside the United Kingdom and
Guernsey.

The release, publication or distribution of this announcement in or into, and
the availability of the Acquisition to persons who are residents, citizens or
nationals of, jurisdictions other than the United Kingdom or Guernsey may be
restricted by law and therefore any persons into whose possession this
announcement comes who are subject to the laws and/or regulations of any
jurisdiction other than the United Kingdom or Guernsey should inform
themselves about, and observe any applicable laws and/or regulations in their
jurisdiction. In particular, the ability of persons who are not resident in
the United Kingdom or Guernsey to vote their Voting Scheme Shares with respect
to the Scheme at the Court Meeting or their Shanta Shares in connection with
the Resolution at the General Meeting, or to execute and deliver Forms of
Proxy (or other proxy instructions) appointing another to vote at the Meetings
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction and no person may vote in
favour of the Acquisition 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 Acquisition 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 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
vote in respect of the Acquisition. If the Acquisition is implemented by way
of a Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover 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 Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.

The Acquisition is subject to Guernsey law and the jurisdiction of the Court,
and the applicable requirements of the Takeover Code, the Panel, the FCA, the
London Stock Exchange (including pursuant to the AIM Rules).

 

Notice to U.S. investors in Shanta

The Acquisition relates to the shares of a company registered in Guernsey with
a quotation on AIM and is proposed to be made by means of a scheme of
arrangement provided for under Part VIII of the Companies Law. 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 U.S. Securities Exchange
Act of 1934, as amended and the rules regulations promulgated thereunder (the
"U.S. Exchange Act"). Accordingly, the Acquisition will be subject to the
disclosure requirements and practices applicable in Guernsey to schemes of
arrangement which differ from the disclosure requirements of United States
tender offers and proxy solicitation rules.

This announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States. Neither the U.S.
Securities and Exchange Commission, nor any securities commission of any state
of the United States, has approved or disapproved any offer, or passed comment
upon the adequacy or completeness of any of the information contained in this
announcement. Any representation to the contrary may be a criminal offence.

If, in the future, Bidco exercises the right, with the consent of the Panel
(where necessary), and in accordance with the terms of the Co-Operation
Agreement between Bidco and Shanta dated 20 December 2023, to implement the
Acquisition by way of a Takeover Offer and determines to extend the offer into
the United States, the Acquisition will be made in compliance with applicable
United States laws and regulations, including Section 14(e) of the U.S.
Exchange Act and Regulation 14E thereunder.

Financial information included in this announcement, if any, has been or will
be prepared in accordance with accounting standards applicable in the United
Kingdom and Guernsey that may not be comparable to financial information of US
companies or companies whose financial statements are prepared in accordance
with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Acquisition by a US holder of Shanta
Shares as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each US holder of Shanta Shares is therefore urged to consult with independent
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.

It may be difficult for US holders of Shanta Shares to enforce their rights
and any claim arising out of the US federal laws in connection with the
Acquisition, since Bidco and Shanta are located in, and organised under the
laws of, a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. US holders of Shanta
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 securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to the jurisdiction or judgment of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the
U.S. Exchange Act (to the extent applicable), Bidco, certain affiliated
companies and their nominees or brokers (acting as agents), may from time to
time make certain purchases of, or arrangements to purchase, Shanta Shares
outside of the US, other than pursuant to the Acquisition, until the date on
which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made, they
would be made outside of the United States and would be in accordance with
applicable law, including the U.S. Exchange Act and the Takeover Code. 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 UK, will be reported to the
regulatory news service of the London Stock Exchange and will be available on
the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com/)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This announcement (including information incorporated by reference into this
announcement), statements made regarding the Acquisition, and other
information published by Bidco and/or Shanta, contain statements which are, or
may be deemed to be, "forward-looking statements". Forward-looking statements
are prospective in nature and not based on historical facts, but rather on
current expectations and projections of the management of Bidco and/or Shanta
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements with respect to the financial condition, results of operations and
business of Shanta and certain plans and objectives of Bidco with respect
thereto and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the fact that they do
not relate only to historical or current facts and may use words such as
"anticipate", "target", "expect", "estimate", "forecast", "intend", "plan",
"budget", "scheduled" "goal", "believe", "hope", "aims", "continue", "will",
"may", "should", "would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by Shanta and/or
Bidco in light of their experience and their perception of historical trends,
current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve known and
unknown risk and uncertainty and other factors which may cause actual results,
performance or developments to differ materially from those expressed in or
implied by such, because they relate to events and depend on circumstances
that will occur in the future. Although Bidco and/or Shanta believe that the
expectations reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and you are therefore cautioned not to place undue reliance on these
forward-looking statements which speak only as at the date of this
announcement. Neither Bidco nor Shanta assumes any obligation to update or
correct the information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by applicable
law.

There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied in the
forward-looking statements including, but not limited to: the enactment of
legislation or regulation in the countries in which Bidco and Shanta operate
that may impose costs or restrict activities; the re-negotiation of contracts
or licences; the ability to obtain requisite regulatory approvals and the
satisfaction of other Conditions on the proposed terms; changes in the local
and global, political, economic, business and competitive environments and in
market and regulatory forces, fluctuations in the spot and forward price of
gold or certain other commodities (such as silver, diesel fuel, and
electricity); the speculative nature of mineral exploitation and development;
fluctuations in demand and pricing in the mineral exploration and mining
industry; risks and hazards associated with the business of mineral
exploration development and mining such as environmental hazards, industrial
accidents, and gold bullion or gold losses (and the risk of inadequate
insurance, or inability to obtain insurance, to cover these risks);
fluctuations in the currency markets; changes in exchange controls; changes in
government policy and taxation; industrial disputes; war and terrorism. Other
unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results and
developments may differ materially from those expected, estimated or
projected. Such forward-looking statements should therefore be construed in
the light of such factors. Neither Bidco nor Shanta, nor any of their
respective associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the events
expressed or implied in any forward-looking statements in this announcement
will actually occur. Given the risks and uncertainties, you are cautioned not
to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither
Bidco nor Shanta is under any obligation, and Bidco and Shanta expressly
disclaim any intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.

IMPORTANT INFORMATION
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or a solicitation of an offer to buy any
securities or a solicitation of any vote or approval pursuant to this
announcement or otherwise in any jurisdiction in which such offer, invitation
or solicitation is unlawful.

This announcement and the accompanying documents have been prepared in
connection with proposals in relation to a scheme of arrangement which will be
subject to the applicable requirements of the Companies Law, the Court, and
with the other applicable requirements of Guernsey law, the Takeover Code, the
Panel, the London Stock Exchange and the FCA and information disclosed may not
be the same as that which would have been prepared in accordance with the laws
of jurisdictions outside the United Kingdom and Guernsey. Nothing in this
announcement or accompanying documents, if any, should be relied on for any
other purpose.

The distribution of this announcement in jurisdictions outside the United
Kingdom and Guernsey may be restricted by the laws of those jurisdictions and
therefore any persons into whose possession this announcement comes should
inform themselves about and observe such restrictions. Any failure to comply
with these restrictions may constitute a violation of the securities laws of
any such jurisdiction. All Shanta Shareholders or other persons (including
nominees, trustees and custodians) who would otherwise intend to, or may have
a contractual or legal obligation to, forward this announcement to a
jurisdiction outside the United Kingdom and Guernsey should refrain from doing
so and seek appropriate professional advice before taking any action.

No person has been authorised to give any information or make any
representations other than those contained in this announcement and other
Acquisition documents and, if given or made, such information or
representations must not be relied upon as having been authorised by Bidco,
the Bidco Directors, ETC Holdings, the ETC Holdings Directors, or Berenberg or
any person involved in the Acquisition.

This announcement does not constitute a prospectus or prospectus exempted
document.

DISCLOSURE REQUIREMENTS UNDER THE TAKEOVER CODE

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
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 pm (London time) on the
10(th) business day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 one 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 pm (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 of the Takeover Code).

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 WEBSITE AND AVAILABILITY OF THIS ANNOUNCEMENT

In accordance with Rule 26 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 ETC Holdings' website at
https://etcholdings.net/ (https://etcholdings.net/) by no later than 12.00
noon on the Business Day following the date of publication of this
announcement. For the avoidance of doubt, the content of the website is not
incorporated into and does not form part of this announcement.

 

 

 

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