REG - Shanta Gold Limited - Publication of Scheme Document

Shanta GoldAnnouncement

25/01/2024 07:00

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RNS Number : 8286A  Shanta Gold Limited  25 January 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

25 January 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 "Companies Law")

PUBLICATION OF SCHEME DOCUMENT

On 20 December 2023, the board of directors of Shanta Gold Limited ("Shanta")
and Saturn Resources Ltd ("Bidco"), a wholly-owned subsidiary of ETC Holdings
(Mauritius) Limited ("ETC Holdings"), announced that they had reached
agreement on the terms and conditions of a recommended cash acquisition,
pursuant to which Bidco will acquire the entire issued, and to be issued,
share capital of Shanta not already owned by any member of the Bidco Group
(the "Acquisition"). It is intended that the Acquisition will be implemented
by way of a Court-sanctioned scheme of arrangement (the "Scheme") under Part
VIII of the Companies Law.

 

Publication of the Scheme Document

 

Shanta announces that a circular in relation to the Scheme (the "Scheme
Document") containing, among other things, a letter from the Chairman of
Shanta, an explanatory statement pursuant to section 108 of the Companies Law,
the full terms and conditions of the Acquisition, an expected timetable of
principal events, notices of the Court Meeting and the General Meeting and
details of the actions to be taken by Shanta Shareholders has been published
today at Shanta's website at www.shantagold.com (http://www.shantagold.com) ,
and Bidco's website, at https://etcholdings.net/ (https://etcholdings.net/) .

 

Copies of the Scheme Document (which includes the notices of the Court Meeting
and the General Meeting) and the Forms of Proxy for use in connection with the
Court Meeting and General Meeting are being posted to Shanta Shareholders
today.

 

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London times unless otherwise stated.

 

Notices of the Court Meeting and General Meeting and Action required

 

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, the approval of a majority in number
of the Voting Scheme Shareholders present and voting (and entitled to vote),
either in person or by proxy at the Court Meeting (or any adjournment of the
Court Meeting), representing not less than 75 per cent. of the voting rights
of such Voting Scheme Shareholders, and the passing of the Resolution
necessary to, amongst other things, implement the Scheme at the General
Meeting by the requisite majority of Shanta Shareholders at the General
Meeting. Following the Court Meeting and the General Meeting and the
satisfaction (or, where applicable, waiver) of the other Conditions, the
Scheme must also be sanctioned by the Court.

 

Notices convening the Court Meeting and the General Meeting of Shanta, both of
which will be held at the offices of Vistra Fund Services (Guernsey) Limited,
11 New Street, St Peter Port, Guernsey GY1 3EG on 29 February 2024, are set
out in the Scheme Document. The Court Meeting will start at 1:00 p.m. on that
date and the General Meeting will start at 1:15 p.m. on that date (or as soon
thereafter as the Court Meeting concludes or is adjourned).

 

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of Voting Scheme Shareholders' opinion. Whether or not Voting
Scheme Shareholders and Shanta Shareholders intend to attend, speak and/or
vote at the Meetings, they are strongly advised and encouraged to sign and
return their Forms of Proxy, and instructions for the Court Meeting and the
General Meeting as soon as possible, using any of the methods set out in the
Scheme Document, to ensure their vote is recorded. Voting Scheme Shareholders
and Shanta Shareholders are also strongly encouraged, in respect of both
Meetings, to appoint "the Chair of the meeting" as their proxy.

 

Recommendation

 

The Independent Shanta Directors, who have been so advised by Liberum as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. In providing its advice to the Independent Shanta
Directors, Liberum has taken into account the commercial assessments of the
Independent Shanta Directors. Liberum is providing independent advice to the
Independent Shanta Directors for the purposes of Rule 3 of the Takeover Code.

 

Accordingly, the Independent Shanta Directors unanimously recommend that
Voting Scheme Shareholders vote in favour of the Scheme at the Court Meeting
and that Shanta Shareholders vote in favour of the Resolution to be proposed
at the General Meeting (or, subject to the consent of the Panel and the terms
of the Co-operation Agreement, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure the acceptance of
such Takeover Offer). The Independent Shanta Directors who are interested in
Shanta Shares have irrevocably undertaken to vote in favour (or procure to
vote) in respect of their own beneficial holdings (and those of their
connected persons) of 18,895,073 Shanta Shares, representing in aggregate,
approximately 1.88 per cent. of the Voting Scheme Shares, and approximately
1.80 per cent. of the existing issued capital of Shanta at the close of
business on the Latest Practicable Date. Since Ketan Patel, who is a Shanta
Director, is associated with and indirectly beneficially interested in Bidco:

 

·      he is not deemed sufficiently independent to join with the
remaining Shanta Directors in relation to them considering, and publicly
expressing their views on, the Acquisition; and

 

·      the Acquisition is also classified as a related party transaction
for the purposes of the AIM Rules. The Independent Shanta Directors consider,
having consulted with Liberum, Shanta's nominated adviser, that the terms of
the Acquisition are fair and reasonable in so far as the Shanta Shareholders
are concerned.

 

Shanta Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.

 

Timetable

 

The Scheme Document contains an expected timetable of principal events in
relation to the Scheme, which is also set out in the Appendix to this
announcement. Subject to obtaining the approval of (i) the requisite majority
of eligible Voting Scheme Shareholders at the Court Meeting, and (ii) the
requisite majority of eligible Shanta Shareholders at the General Meeting and
on the satisfaction (or, where applicable, waiver) of the other Conditions set
out in the Scheme Document, including the approval of the Court, the Scheme is
expected to become Effective in H1 2024. If any of the key dates set out in
the timetable change, notice of this change will be made by the issuance of an
announcement through a Regulatory Information Service.

 

Cancellation of admission to trading

 

Prior to the Scheme becoming Effective, it is intended that an application
will be made to the London Stock Exchange for the cancellation of the
admission to trading of the Shanta Shares on AIM, such cancellation to be
conditional on the Scheme becoming Effective, and to take effect on and from
or shortly after the Effective Date. The last day of dealings in, and for
registration of transfers of, Shanta Shares is expected to be the Business Day
immediately prior to the Effective Date and no transfers will be registered
after 6.00 p.m. on that day other than to Bidco (or as Bidco may direct)
pursuant to the Shanta articles of incorporation, as proposed to be amended by
the Resolution at the General Meeting.

 

Information for Shanta Shareholders and helpline

 

If you have any questions about the Scheme Document, the Court Meeting, the
General Meeting or how to complete the Forms of Proxy or to submit your
proxies through the CREST electronic proxy appointment service, please call
Computershare on +44 370 707 4040. Lines are open between 8.30 a.m. and 5.30
p.m. Monday to Friday (London time), (except public holidays in England and
Wales). Calls from outside the UK will be charged at the applicable
international rate. Different charges may apply to calls from mobile
telephones. Please note that calls may be monitored or recorded and
Computershare cannot provide advice on the merits of the Acquisition or the
Scheme or give any financial, legal or tax advice.

 

Enquiries:

 Shanta                                                                         Tel: +44 (0)1481 726034
 Eric Zurrin, Chief Executive Officer

 Michal Devine, Chief Financial Officer

 Liberum (Sole Financial and Rule 3 Adviser, Nominated Adviser and Sole Broker  Tel: +44 (0)20 3100 2000
 to Shanta)

 Investment Banking

 Scott Mathieson, Nikhil Varghese

 M&A

 Tim Medak, Mark Harrison, Matt Hogg

 FTI Consulting (Public Relation Adviser to Shanta)                             Tel: +44 (0)20 3727 1426

 Sara Powell, Nick Hennis

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

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

 

In connection with the Acquisition:

RBG Legal Services Limited, trading as Memery Crystal, is acting as legal
adviser to Shanta on English law;

Carey Olsen (Guernsey) LLP is acting as legal adviser to Shanta on Guernsey
law;

Addleshaw Goddard LLP is acting as legal adviser to Bidco and ETC Holdings on
English law; and

Mourant Ozannes (Guernsey) LLP is acting as legal adviser to Bidco and ETC
Holdings on Guernsey law.

IMPORTANT NOTICES

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the Financial Conduction Authority (the "FCA"), is acting as
financial adviser exclusively for Shanta and no one else in connection with
the matters set out in this announcement and will not be responsible to anyone
other than Shanta for providing the protections afforded to clients of Liberum
for providing advice in connection with any matter or arrangement referred to
herein. Neither Liberum 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
Liberum in connection with this announcement, any statement contained herein,
the Acquisition or otherwise. No representation or warranty, express or
implied, is made by Liberum as to the contents of this announcement.

Joh. Berenberg, Gossier & 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.

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 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 Shanta,
the Independent Shanta Directors, Bidco, the Bidco Directors, ETC Holdings,
the ETC Holdings Directors, or by Liberum, 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

A copy of this announcement shall be made available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on
Shanta and Bidco's websites at www.shantagold.com and
https://etcholdings.net/, respectively, 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 these websites is not incorporated into and
do not form part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, Shanta Shareholders may
request a hard copy of this announcement or information incorporated into this
announcement by reference to another source, free of charge, by calling
Computershare during business hours at +44 370 707 4040, and stating your name
and the address to which the hard copy should be sent. A hard copy of any such
information will not be sent to you unless you so request it. You may also
request that all future documents, announcements and information sent to you
in relation to the Acquisition should be in hard copy form.

NO PROFIT FORECASTS, PROFIT ESTIMATES OR QUANTIFIED FINANCIAL BENEFITS
STATEMENTS

No statement in this announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this announcement should be interpreted to mean that earnings or earnings per
share for Shanta for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Shanta.

ELECTRONIC COMMUNICATIONS

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

ROUNDING

Certain figures included in this announcement 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 figures that precede them.

 

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Shanta's and Bidco's current
expected dates for the implementation of the Scheme and is subject to change.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to Shanta Shareholders by
announcement through the Regulatory Information Service of the London Stock
Exchange.

 Event                                                                            Expected time and/or date (2024)((1))

 Publication of the Scheme Document                                               25 January 2024

 Latest time for lodging Forms of Proxy for the:

 Court Meeting (BLUE form)                                                        1:00 p.m. 27 February 2024((2))
                                                                                  ( )
 General Meeting (YELLOW form)                                                    1:15 p.m. 27 February 2024 ((3))

 Voting Record Time in respect of the Court Meeting and the General Meeting       6:00 p.m. 27 February 2024 ((4))

 Court Meeting                                                                    1:00 p.m. 29 February 2024

 General Meeting                                                                  1:15 p.m. 29 February 2024 ((5))

 Scheme Court Hearing                                                             A date ("D") expected to be on or not later than 21 days following the
                                                                                  satisfaction or (if applicable) waiver of the applicable Conditions set out in
                                                                                  Part 1 of Part III (Conditions to the Scheme and the Acquisition) of the
                                                                                  Scheme Document((6))

 Announcement in respect of the Scheme to be published on a Regulatory            D((6))
 Information Service

 Last day for dealings in, and for the registration of transfer of, Shanta        D + 1 Business Day((6))
 Shares and disablement of Shanta Shares in CREST

 Scheme Record Time                                                               6:00 p.m. on D + 1 Business Day((6))

 Suspension of dealings in Shanta Shares                                          7:30 a.m. on D + 2 Business Day((6))

 Effective Date of the Scheme((7))                                                D + 2 Business Days((6))

 Cancellation of admission to trading of Shanta Shares                            By 7:00 a.m. on D + 3 Business Days

 Latest date for despatch of cheques and crediting of CREST accounts and          Within 14 days of the Effective Date
 processing electronic transfers for cash consideration due under the Scheme by
 14 days after the Effective Date processing electronic transfers for cash

 Long Stop Date((8))                                                              11:59 p.m. on 9 October 2024

 

(1)   Dates and times are indicative only and are based on Bidco and
Shanta's current expectations and may be subject to change (including, among
other things, as a result of the regulatory timetable). Shanta will give
adequate notice of all of these dates and times, when known, by issuing an
announcement through a Regulatory Information Service, with such announcement
being made available on Shanta's website at www.shantagold.com and Bidco's
website at http://etcholdings.net/. Further updates and changes to these times
will be notified in the same way.

 

(2)   It is requested that the BLUE Forms of Proxy for the Court Meeting be
lodged not later than 48 hours prior to the time appointed for the Court
Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time
fixed for any adjourned Court Meeting (excluding any part of such 48-hour
period falling on a day that is not a working day). If the BLUE Form of Proxy
for the Court Meeting is not lodged by 1:00 p.m. on 27 February 2024, it may
be: presented in person to the Computershare representative who will be
present at the Court Meeting, any time prior to the commencement of the Court
Meeting (or any adjournment thereof).

 

(3)   In order to be valid, the YELLOW Forms of Proxy for the General
Meeting must be lodged not later than 1:15 p.m. on 27 February 2024 or, if the
General Meeting is adjourned, 48 hours prior to the time fixed for the
adjourned General Meeting (excluding any part of such 48 hour period falling
on a day that is not a working day).

 

(4)   If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the
day which is two Business Days prior to the date of the adjourned Meeting.

 

(5)   To commence at 1:15 p.m. or as soon thereafter as the Court Meeting
concludes or is adjourned.

 

(6)   The times and dates will depend on, among other things, the date(s)
upon which (i) the Conditions are satisfied or (where applicable) waived
(Conditions 1 and 2(c)(i) are not capable of being satisfied or waived before
the Scheme Court Hearing), (ii) the Court sanctions the Scheme (which is in
part dependent on Court availability at the relevant time), and (iii) the
Court Order sanctioning the Scheme is delivered to the Guernsey Registry. If
the expected date of the Scheme Court Hearing is changed, Shanta will give
adequate notice of the changes by issuing an announcement through a Regulatory
Information Service. Bidco expects that, subject to the satisfaction (or,
where applicable, waiver) of the Conditions in Part III of this Document, the
Acquisition will become Effective during H1 2024.

 

 

(7)   It is anticipated that each Shanta Shareholder holding Shanta Shares
at the relevant record date will 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.

 

(8)   This is the latest date by which the Scheme may become Effective.
However, the Long Stop Date may be extended to such later date as may be
agreed by Shanta and Bidco (with the Panel's consent and as the Court may
approve (if such approval(s) is/are required)).

 

Dates and times are indicative only and are based on Bidco and Shanta's
current expectations and may be subject to change (including, among other
things, as a result of the regulatory timetable). Shanta will give adequate
notice of all of these dates and times, when known, by issuing an announcement
through a Regulatory Information Service, with such announcement being made
available on Shanta's website at www.shantagold.com and Bidco's website at
https://etcholdings.net/.

 

 

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