REG - Gemstone 102 Ltd SolGold PLC - Hong Kong filing re Potential Acquisition

SolGoldAnnouncement

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RNS Number : 5392J  Gemstone 102 Ltd  30 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE

 

THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

 

FOR IMMEDIATE RELEASE

 

30 November 2025

 

This announcement is made by Jiangxi Copper Company Limited (the "Company")
pursuant to Rule 13.09(2) (a) and Rule 13.10B of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing
Rules") and the Inside Information Provisions under Part XIVA of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

 

The Company announces that, on 23 November 2025 and 28 November 2025
respectively, the Company submitted two non-binding possible cash offers to
the board of directors of SolGold Plc (the "Target"), a company listed on the
London Stock Exchange. The Company proposes to acquire the entire share
capital of the Target at a price of 26 pence per share in the latest proposal
(the "Potential Acquisition").

 

As at the date of this announcement, the Company holds an aggregate of
365,757,587 shares of the Target, representing approximately 12.19% of the
issued share capital.

 

The Company's potential acquisition of the shares of the Target remains at the
non-binding possible offer stage. Both of the non-binding possible cash offers
were rejected by the board of directors of the Target. There can be no
certainty that a binding offer will be made.

 

In accordance with Rule 2.6(a) of the Code, by not later than 5:00 pm (London
time) on 26 December 2025, the Company is required to either (i) announce a
firm intention to make an offer for the Target in accordance with Rule 2.7 of
the UK Code; or, (ii) announce that it does not intend to make an offer for
the Target, in which case the announcement will be treated as a statement to
which Rule 2.8 of the UK Code applies. This deadline will only be extended
with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the
Code.

 

Pursuant to Rule 2.5 of the Code, the Company reserves the right to introduce
other forms of consideration and/or to vary the mix of the consideration. The
Company also reserves the right to make an offer for the Target on less
favourable terms than those set out in this announcement:

 

(i)   with the agreement or recommendation of the board of the Target;

 

(ii)   if a third party announces a possible offer or a firm intention to
make an offer for the Target which, at that date, is of a value less than the
value implied by the Potential acquisition; or

 

(iii)  following the announcement by the Target of a Rule 9 waiver
transaction pursuant to the UK Code.

 

The Company reserves the right to reduce the terms of the Potential
Acquisition to take account of the value of any dividend or other distribution
which is announced, declared, made or paid by the Target after the date of
this announcement.

 

A further announcement will be made as appropriate.

 

This announcement serves as a cautionary statement made by the Company to
provide an indicative update on the current status of a potential acquisition
that remains at the preliminary planning stage. Should there be any new
developments, the Company shall disclose such information in accordance with
the applicable laws and regulations of China and the United Kingdom in a
timely manner. Investors are advised to pay attention to investment risks.

 

If the Potential Acquisition materialises, it may constitute a notifiable
transaction of the Company under Chapter 14 of the Listing Rules. Further
announcement(s) in relation to the Potential Acquisition will be made by the
Company as and when appropriate in compliance with the Listing Rules.

 

The terms and conditions of the Potential Acquisition are subject to further
negotiations and the execution of formal and binding definitive agreement
between the parties. The Potential Acquisition may or may not materialise,
shareholders of the Company and potential investors are advised to exercise
caution when dealing in the securities of the Company.

 

Enquiries

 

 Jiangxi Copper Company Limited  +86 0791 8271 0117

 Gong Kun

 

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