REG - Gemstone 102 Ltd SolGold PLC - Recommended acquisition of SolGold Plc
24/12/2025 13:15
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RNS Number : 8750M Gemstone 102 Ltd 24 December 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 OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
24 December 2025
RECOMMENDED CASH ACQUISITION
of
SolGold plc ("SolGold")
by
Jiangxi Copper (Hong Kong) Investment Company Limited ("JCHK")
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of directors of SolGold and JCHK, for and on
behalf of Jiangxi Copper Company Limited ("JCC"), are pleased to announce that
they have reached agreement on the terms of a recommended all cash acquisition
of the entire issued and to be issued ordinary share capital of SolGold (the
"Acquisition"). The Acquisition is to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act.
· Under the terms of the Acquisition, SolGold
Shareholders shall be entitled to receive:
28 pence in cash per SolGold Share (the "Cash Consideration")
· The Cash Consideration values the entire issued and to
be issued share capital of SolGold at approximately £867 million, and
represents:
o a premium of c.42.9% to the closing price of 19.6 pence per SolGold share
on 19 November 2025, being the last business day prior to JCC's first
approach to the SolGold Board;
o a premium of c.58.8% to the volume weighted average share price of c.17.6
pence per SolGold share over the three months to 27 November 2025, being the
last business day prior to the announcement by SolGold of JCC's initial
proposal;
o a premium of c.136.4% to the volume weighted average share price of c.11.8
pence per SolGold share over the twelve months to 27 November 2025; and
o a premium of c.7.1% to the closing price of c.26.2 pence per SolGold share
on 27 November 2025, following a 33.4% increase in the SolGold share price
since 19 November 2025.
Background to and reasons for the Acquisition
· As a consequence of JCHK being the largest individual
shareholder in SolGold, JCC is familiar with Cascabel and SolGold's
exploration portfolio. JCC is aligned with SolGold's long-term goals to define
a clear development pathway to bring Cascabel into production, and has been a
shareholder in SolGold since November 2020, now owning c.12.2% of SolGold's
issued share capital.
· JCC shares SolGold management's vision that Cascabel
carries the potential to deliver immense value to global mineral supply. While
recognising that SolGold's management has significantly advanced the Cascabel
Project, JCC believes additional work and investment is needed to establish
JCC's own development plan and optimise the Project's value over the entire
life of mine. With JCC's technical capabilities, engineering, supply chain and
financial resources, and knowledge of the project through its past investment,
JCC believes that it is well positioned to develop and finance Cascabel with
greater certainty, in order to unlock its future growth potential. JCC will,
as a well-capitalised and supportive investor with a strong track record in
developing assets, commit financing and development resources on the path to
production.
Recommendation
· The SolGold Directors, who have been so advised by RBC
Capital Markets 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 SolGold Directors, RBC Capital Markets has taken into account the
commercial assessments of the SolGold Directors.
· Accordingly, the SolGold Directors intend to recommend
unanimously that SolGold Shareholders vote in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the General Meeting, as
the SolGold Directors have irrevocably undertaken to do in respect of their
own beneficial holdings of 83,597,123 SolGold Shares, representing, in
aggregate, approximately 2.8% of the ordinary share capital of SolGold in
issue on the Latest Practicable Date.
Reasons for the Recommendation from the SolGold Board
· The SolGold Board believes the Company has made
substantial progress since the appointment of its new Chief Executive Officer
in March this year, in re-framing the plan for the Cascabel Project, advancing
permitting and key initiatives in country and, overall, re-working the
strategy of the Company. The Board believes this progress has been reflected
in the Company's strong share price performance over the course of this
period.
· In November 2025, SolGold received the first of a
series of unsolicited proposals from JCC, SolGold's largest shareholder.
Following the receipt of these proposals, the SolGold Board has engaged with
its other large shareholders, including BHP Billiton Holdings Limited and
Newcrest International Pty Ltd, who indicated they would support the
Acquisition on the terms set out in this announcement.
· The SolGold Board are confident in the Company's
strategy but also acknowledge the intention of its largest shareholders to
accept the proposal offered by JCC, which provides certainty today compared to
exposure to potential future shocks that could affect advancement of the
Project or the overall macro environment for financing the Project.
· In light of this support from its shareholders, and
following discussions with its advisers and other large shareholders in
SolGold, the SolGold Board considered that all of SolGold's Shareholders
should be given the opportunity to consider the Acquisition.
· The Board has carefully considered the terms of the
Acquisition, and taking into account the certainty that the Acquisition
provides SolGold shareholders when weighed against the inherent uncertainty in
delivering potential future value on a standalone basis, the SolGold Board has
concluded that the Acquisition is in the best interests of SolGold
Shareholders and SolGold as a whole.
· Further details are set out in section 6 (Background to
and reasons for the recommendation).
Shareholder support
· JCHK is pleased to have received irrevocable
undertakings from BHP Billiton Holdings Limited, Newcrest International Pty
Ltd and Maxit Capital LP (and its affiliates) to vote (or procure the vote) in
favour of the Scheme at the Court Meeting and the Special Resolution to be
proposed at the General Meeting in respect of their beneficial interests in
SolGold Shares amounting, in aggregate, to 773,642,395 SolGold Shares,
representing approximately 25.7% of the entire issued share capital of SolGold
on the Latest Practicable Date.
· Taken together with the irrevocable undertakings given
by the SolGold Directors, JCHK has therefore received irrevocable undertakings
in respect of a total of 857,239,518 SolGold Shares representing, in
aggregate, approximately 28.5% per cent. of the issued share capital of
SolGold on the Latest Practicable Date.
· Further details of these irrevocable undertakings are
set out in Appendix III to this Announcement.
Information on JCC and JCHK
JCC
· JCC, headquartered in China and with its shares listed
on both the Shanghai Stock Exchange ("SSE") and the Hong Kong Stock Exchange
("HKEX"), is one of the largest global producers and suppliers of copper
products. JCC is engaged in copper and gold mining, milling, smelting and
refining, and the production and sale of copper cathodes and other non-ferrous
metals and chemical products. JCC has extensive experience in developing and
operating complex mining and smelting projects.
· In 2024, JCC recorded USD 72.6 billion in annual
revenue and maintains a significant global footprint across Asia, Africa, and
the Americas.
· JCC, through its subsidiaries Gemstone 102 Ltd and
JCHK, has been a shareholder in SolGold since November 2020.
JCHK
· JCHK, established in 2016, is a wholly owned subsidiary
of JCC. JCHK serves as JCC's international investment vehicle and is focused
on the investments in nonferrous and precious metal sectors.
· JCHK has been a shareholder in SolGold since December
2022. Following the share acquisition from SolGold Canada Inc. in March 2025,
JCHK currently holds, directly and indirectly, c. 12.2% of SolGold's issued
share capital.
Information on SolGold
· SolGold is a leading mineral exploration and
development company. The Company is focused on the discovery, definition and
development of world-class copper and gold deposits. SolGold is committed to
responsible mining practices, sustainability and creating meaningful
partnerships with local communities.
· Founded in 2006, SolGold has established itself as one
of the largest concession holders in Ecuador, exploring the length and breadth
of the highly prospective Andean Copper Belt. The Company's flagship project,
Cascabel, located in northern Ecuador's Imbabura Province, represents one of
the world's most significant undeveloped copper-gold porphyry deposits and is
positioned to become a cornerstone mining operation in South America.
· The Cascabel Project encompasses two significant
deposits: the Alpala porphyry copper-gold-silver deposit and the
Tandayama-América porphyry copper-gold deposit. These mineralised systems are
hosted within the Andean Porphyry Belt that extends from southern Chile
through to Ecuador, Colombia and Panama, hosting the largest concentrations of
copper in the world.
· SolGold Shares are publicly traded on the London Stock
Exchange main market (symbol: SOLG). The SolGold Group has offices in Zug,
Switzerland, London, United Kingdom and Quito, Ecuador.
Timetable and Conditions
· JCHK has satisfied the PRC outbound direct investment
clearance process (the "ODI Approval") in respect of the Acquisition as
contemplated by the joint statement regarding a revised possible offer for
SolGold by SolGold and JCHK on 12 December 2025 and, having obtained the ODI
Approval, is not subject to any other material regulatory conditions in
respect of the implementation and completion of the Acquisition.
· It is intended that the Acquisition will be implemented
by way of a scheme of arrangement under Part 26 of the Companies Act (although
JCHK reserves the right to implement the Acquisition by way of a Takeover
Offer, subject to the Panel's consent).
· The Acquisition will be put to the Scheme Shareholders
at the Court Meeting and to the SolGold Shareholders at the General Meeting.
The Court Meeting and the General Meeting are required to enable Scheme
Shareholders and SolGold Shareholders, respectively, to consider and, if
thought fit, to vote in favour of the Scheme and its implementation.
· In order to become Effective, the Scheme must be
approved by a majority in number of Scheme Shareholders voting at the Court
Meeting, present and voting (and entitled to vote), either in person or by
proxy, representing at least 75 per cent. in nominal value of the Scheme
Shares voted by those Scheme Shareholders. In addition, a special resolution
implementing the Scheme must be passed by SolGold Shareholders representing at
least 75 per cent. of votes cast at the General Meeting. Following the Court
Meeting, the Scheme must also be sanctioned by the Court.
· The Acquisition is also subject to the Conditions and
terms set out in Appendix I to this Announcement.
· Subject to the satisfaction or (where applicable)
waiver of the Conditions, the Acquisition is expected to become Effective
during Q1 2026.
· The Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting will
be distributed to SolGold Shareholders (along with the Forms of Proxy for use
in connection with the Court Meeting and the General Meeting) as soon as
reasonably practicable and, in any event (save with the consent of the Panel),
within 28 days of the date of this Announcement.
· The Scheme Document will be made available by SolGold on
the website of SolGold at https://solgold.com/investors/possible-offer-terms/,
and of JCC at
https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html
(https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html) .
Dividends
· If, on or after the date of this Announcement and on or
prior to the Effective Date, any dividend and/or other distribution and/or
return of capital is authorised, declared, made or paid or becomes payable in
respect of SolGold Shares, JCHK reserves the right to reduce the Cash
Consideration by an amount equal to all or part of any such dividend and/or
other distribution and/or return of capital, in which case SolGold
Shareholders would be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital authorised, declared, made or
paid.
Commenting on the Acquisition, Dan Vujcic, CEO of SolGold, said:
"SolGold believes we have made substantial progress in the last year in
developing the Cascabel Project and achieving key milestones, which has been
reflected in SolGold's strong share price performance. Following extensive
shareholder consultation following the receipt of the proposals from JCC, the
Board believes all shareholders should have the opportunity to consider the
Acquisition. Having carefully considered the terms of the Acquisition, the
SolGold Board believes it is in the best interests of shareholders and the
company, and the SolGold Board have unanimously recommended the transaction to
shareholders."
Commenting on the Acquisition, Shaobing Zhou, Vice Chairman and General
Manager of JCC, said:
"JCC is delighted to have received the unanimous recommendation of the SolGold
Board and strong support from other large shareholders in favour of the
Acquisition. JCC is excited by the potential of the Cascabel Project and we
look forward to progressing the development of the Project for the benefit of
all stakeholders."
This summary should be read in conjunction with the full text of this
Announcement. The Acquisition shall be subject to the Conditions and further
terms set out in Appendix I to this Announcement and to the full terms and
conditions which shall be set out in the Scheme Document. Appendix II to this
Announcement contains the sources of information and bases of calculations of
certain information contained in this Announcement, Appendix III contains a
summary of the irrevocable undertakings in relation to this Acquisition and
Appendix IV contains definitions of certain expressions used in this summary
and in this Announcement.
Enquiries:
Jiangxi Copper Company Limited +86 0791 8271 0117
Gong Kun
Peel Hunt LLP (UK Financial Adviser to JCC) +44 (0) 207 418 8900
Ross Allister
Michael Nicholson
Sam Cann
Admiralty Harbour Capital Limited (Financial Adviser to JCC) +852 2110 1666
Wallace Wang
SolGold plc +44 (0) 203 807 6996
Dan Vujcic
RBC Capital Markets (Rule 3 Adviser and Financial Adviser to SolGold) +44 (0) 207 653 4000
Hugh Samson
Paul Betts
Sam Jackson
Maxit Capital LP (International Financial Adviser to SolGold) +1 416 363 7238
Sameer Rabbani
Canaccord Genuity Limited (Corporate Broker to SolGold) +44 (0) 207 523 8000
James Asensio
Charlie Hammond
Norton Rose Fulbright is acting as UK and Canadian legal adviser to JCC. AnJie
Broad Law Firm is acting as PRC legal adviser to JCC. Fasken Martineau LLP is
acting as legal adviser to SolGold plc.
Important notices
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for JCC and no
one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than JCC for providing the protections
afforded to clients of Peel Hunt nor for providing advice in connection with
the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Peel Hunt in
connection with this Announcement, any statement contained herein or
otherwise.
Admiralty Harbour Capital Limited ("Admiralty Harbour"), which is licensed and
regulated by the Hong Kong Securities and Futures Commission, is acting
exclusively for JCC and no one else in connection with the matters described
in this Announcement and will not be responsible to anyone other than JCC for
providing the protections afforded to clients of Admiralty Harbour nor for
providing advice in connection with the matters referred to herein. Neither
Admiralty Harbour nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Admiralty Harbour in connection with this
Announcement, any statement contained herein or otherwise.
RBC Europe Limited (trading as RBC Capital Markets) which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting for SolGold and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other than SolGold
for providing the protections afforded to clients of RBC Capital Markets or
for providing advice in connection with matters referred to in this
Announcement. Neither RBC Europe Limited nor any of its affiliates, directors
or employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, tort, in
delict, under statute or otherwise) to any person who is not a client of RBC
Europe Limited in connection with the Acquisition or any matter referred to
herein.
Maxit Capital LP ("Maxit"), which is an international financial adviser
operating from outside of the United Kingdom and is not authorised in the
United Kingdom, is acting exclusively for SolGold and for no one else in
connection with the matters referred to in this Announcement. Maxit will not
be responsible to any person other than SolGold for providing the protections
afforded to clients of Maxit, nor for providing advice in relation to any
matters referred to herein. Neither Maxit nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Maxit in connection
with this Announcement, any statement contained herein or otherwise.
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting as corporate broker exclusively for SolGold and
for no one else in connection with the Proposal and will not regard any other
person as its client in relation to the matters referred to in this
Announcement and will not be responsible to anyone other than SolGold for
providing the protections afforded to clients of Canaccord Genuity Limited,
nor for providing advice in relation to the Proposal or any other matter
referred to in this Announcement.
Inside information
The information contained within this Announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this Announcement via a regulatory information
service, this inside information will be considered to be in the public
domain. For the purposes of UK MAR, the person responsible for arranging for
the release of this information on behalf of SolGold is Dan Vujcic, Chief
Executive Officer.
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document) which, together with any related forms of proxy, will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Scheme. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information contained
in the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document).
SolGold will prepare the Scheme Document to be distributed to SolGold
Shareholders. SolGold and JCHK urge SolGold Shareholders to read the Scheme
Document (or any other document by which the Acquisition is made) in full when
it becomes available because it will contain important information relating to
the Acquisition, including details of how to vote in respect of the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas shareholders
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to
SolGold Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about and observe
such restrictions. In particular, the ability of persons who are not resident
in the United Kingdom to vote their SolGold Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Further details
in relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document). Any failure to comply with any such 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 JCHK or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by use of mails
or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Code 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. Nothing
in this Announcement should be relied on for any other purpose.
The Acquisition shall be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the Financial Conduct Authority.
Additional information for investors in the United States
The Acquisition relates to the shares of a UK company which are admitted to
the Official List of the FCA and to trading on the London Stock Exchange's
Main Market for listed securities and is proposed to be effected by means of a
scheme of arrangement under the laws of England and Wales. 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 Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the requirements of United States tender offer and proxy
solicitation rules.
However, if JCHK were to elect to implement the Acquisition by means of a
Takeover Offer and determines to extend such Takeover Offer into the United
States, such Takeover Offer shall be made in compliance with all applicable
United States laws and regulations, including, without limitation, to the
extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United States by JCHK
and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act (if applicable), JCHK or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of SolGold outside of the
United States, other than pursuant such Takeover Offer, during the period in
which such Takeover Offer would remain open for acceptance. These purchases
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including the US Exchange Act. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK, shall be
reported to a Regulatory Information Service and shall be available on the
London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .
The receipt of consideration by a US holder for the transfer of its SolGold
Shares pursuant to the Scheme may be a taxable transaction for United States
federal income tax purposes. Each SolGold Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax laws.
Financial information relating to SolGold included in this Announcement and
the Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not be
comparable to financial information of United States companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States ("US GAAP"). US GAAP differs in
certain significant respects from accounting standards applicable in the
United Kingdom. None of the financial information in this Announcement has
been audited in accordance with auditing standards generally accepted in the
United States or the auditing standards of the Public Company Accounting
Oversight Board (United States).
It may be difficult for US holders of SolGold Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Acquisition, since JCHK and SolGold are each organised in countries other
than the United States, and some or all of their officers and directors may be
residents of, and some or all of their assets may be located in, jurisdictions
other than the United States. As a result, US holders of SolGold Shares may
not be able to effect service of process upon a non-US company or its officers
or directors or to enforce against them a judgment of a US court for
violations of federal or state securities laws of the United States, including
judgments based upon the civil liability provisions of the US federal
securities laws. US holders of SolGold 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 a US court's jurisdiction or judgment.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disproved or passed judgment upon the fairness or
the merits of the Acquisition or determined if this Announcement is adequate,
accurate or complete. Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by JCHK or SolGold may contain statements about JCHK and
SolGold that are or may be deemed to be "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of JCHK and SolGold (as applicable) 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 SolGold and certain plans and objectives of JCHK 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 forward-looking
words, phrases and expressions such as "anticipate", "target", "expect",
"believe", "intend", "foresee", "predict", "project", "estimate", "forecast",
"intend", "plan", "budget", "scheduled", "goal", "believe", "hope", "aims",
"continue", "likely", "will", "may", "might", "should", "would", "could",
"seek", "plan", "scheduled", "possible", "continue", "potential", "outlook",
"target" or other similar words, phrases, and expressions; provided that the
absence thereof does not mean that a statement is not forward-looking.
Similarly, statements that describe objectives, plans or goals are or may be
forward-looking statements. These statements are based on assumptions and
assessments made by SolGold and/or JCHK 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, actions, achievements 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 JCHK and/or SolGold 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.
There are a number of factors which could cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but
are not limited to: the ability to proceed with or complete the Acquisition;
the ability to obtain requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms; changes in the global,
political, economic, social, business and competitive environments and in
market and regulatory forces; changes in future inflation, deflation, exchange
and interest rates; changes in tax and national insurance rates; future
business combinations, capital expenditures, acquisitions or dispositions;
changes in general and economic business conditions; changes in the behaviour
of other market participants; the anticipated benefits of the Acquisition not
being realised as a result of changes in general economic and market
conditions in the countries in which JCHK and SolGold operate; changes in or
enforcement of national and local government legislation, taxation, controls
or regulations and/or changes in the administration of laws, policies and
practices, expropriation or nationalisation of property and political or
economic developments in the countries in which JCHK and SolGold carry on
business or may carry on business in the future; fluctuations in the spot and
forward price of relevant minerals or certain other commodities (such as
diesel fuel, natural gas and electricity); the results of exploration
activities and feasibility studies; the speculative nature of mineral
exploitation and development; risks that exploration data may be incomplete
and considerable additional work may be required to complete future
evaluation, including but not limited to drilling, engineering and
socioeconomic studies and investment; possible variations of ore grade or
recovery rates; accidents, labour disputes and other risks of the mining
industry; discovery of archaeological ruins; risk of loss due to acts of war,
terrorism, sabotage and civil disturbances operating or technical difficulties
in connection with mining or development activities, including geotechnical
challenges and disruptions in the maintenance or provision of required
infrastructure and information technology systems; outcome of pending or
future litigation proceedings; the failure to maintain effective internal
control over financial reporting or effective disclosure controls and
procedures, the inability to remediate one or more material weaknesses, or the
discovery of additional material weaknesses, in the internal control over
financial reporting; other business and operational risks and challenges;
failure to comply with environmental and health and safety laws and
regulations; timing of receipt of, or failure to comply with, necessary
notices, concessions, permits and approvals; weak, volatile or illiquid
capital and/or credit markets; changes in the degree of competition in the
geographic and business areas in which JCHK and SolGold operate any public
health crises, pandemics or epidemics (including but not limited to the
COVID-19 pandemic) and repercussions thereof; changes to the boards of
directors of JCHK and/or SolGold and/or the composition of their respective
workforces; safety and technology risks; exposures to terrorist activity, IT
system failures, cyber-crime, fraud and pension scheme liabilities; risks
relating to environmental matters such as climate change including JCHK and/or
SolGold's ability along with the government and other stakeholders to measure,
manage and mitigate the impacts of climate change effectively; changes to law
and/or the policies and practices of regulatory and governmental bodies;
Russia's invasion of Ukraine, conflicts in the Middle East, and any cost of
living crisis or recession. Other unknown or unpredictable factors could cause
actual results, performance, actions, achievements or developments 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,
performance, actions, achievements or developments may differ materially from
those expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.
None of JCC, JCHK or SolGold, nor any of their respective associates,
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 undue reliance on
these forward-looking statements.
None of JCC, JCHK or SolGold 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. All subsequent written or oral forward-looking statements attributable to
JCC, JCHK or SolGold or any person acting on their behalf are qualified by the
cautionary statements herein.
No profit forecasts or estimates
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for SolGold for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for SolGold.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the Announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the Announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the 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 shall
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
http://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.
Information relating to SolGold Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by SolGold Shareholders, persons with information rights and other
relevant persons for the receipt of communications from SolGold may be
provided to JCHK during the Offer Period as requested under Section 4 of
Appendix 4 of the Code.
Publication on website and availability of hard copies
A copy of this Announcement will made be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on the
website of SolGold at https://solgold.com/investors/possible-offer-terms/ and
of JCC at https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html by
no later than 12 noon (London time) on the Business Day following the date of
this Announcement. The content of those websites are not incorporated into and
do not form part of this Announcement.
Right to receive documents in hard copy form
SolGold Shareholders, persons with information rights and participants in the
SolGold Share Plans may request a hard copy of this Announcement, free of
charge, by: (i) contacting Computershare Investor Services Plc during business
hours on +44 (0) 370 707 1305 (lines are open from 9.00 a.m. to 5.30 p.m.,
Monday to Friday (excluding public holidays in England and Wales)); or (ii)
by submitting a request via email to webcorres@computershare.co.uk. A person
so entitled may also request that all future documents, announcements and
information in relation to the Acquisition be sent to them in hard copy form.
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 the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, SolGold confirms that, as at the date
of this Announcement, it has in issue 3,009,973,641 ordinary shares of 1 pence
each with voting rights. SolGold does not hold any ordinary shares in
treasury. The SolGold Shares are admitted to trading on the London Stock
Exchange and their International Securities Identification Number code is
GB00B0WD0R35.
General
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 FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
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 OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
24 December 2025
RECOMMENDED CASH ACQUISITION
of
SolGold plc ("SolGold")
by
Jiangxi Copper (Hong Kong) Investment Company Limited ("JCHK")
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of directors of SolGold and JCHK, for and on behalf of Jiangxi
Copper Company Limited ("JCC"), are pleased to announce that they have reached
agreement on the terms of a recommended all cash acquisition of the entire
issued and to be issued ordinary share capital of SolGold (the "Acquisition").
The Acquisition is to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act.
2 The Acquisition
Under the terms of the Acquisition, which shall be subject to the Conditions
and further terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document, SolGold Shareholders will be entitled to receive:
28 pence in cash per SolGold Share (the "Cash Consideration")
The Cash Consideration values the entire issued and to be issued share capital
of SolGold at approximately £867 million, and represents:
· a premium of c.42.9% to the closing price of 19.6 pence per
SolGold share on 19 November 2025, being the last business day prior to JCC's
first approach to the SolGold Board;
· a premium of c.58.8% to the volume weighted average share price
of c.17.6 pence per SolGold share over the three months to 27 November 2025,
being the last business day prior to the announcement by SolGold of JCC's
initial proposal;
· a premium of c.136.4% to the volume weighted average share price
of c.11.8 pence per SolGold share over the twelve months to 27 November 2025;
and
· a premium of c.7.1% to the closing price of c.26.2 pence per
SolGold share on 27 November 2025, following a 33.4% increase in the SolGold
share price since 19 November 2025.
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of SolGold
Shares, JCHK reserves the right to reduce the Cash Consideration by an amount
equal to all or part of any such dividend and/or other distribution and/or
return of capital, in which case SolGold Shareholders would be entitled to
receive and retain any such dividend and/or other distribution and/or return
of capital authorised, declared, made or paid.
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting will be distributed to
SolGold Shareholders (along with the Forms of Proxy for use in connection with
the Court Meeting and the General Meeting) as soon as reasonably practicable
and, in any event (save with the consent of the Panel), within 28 days of the
date of this Announcement.
3 Background to and reasons for the Acquisition
As a consequence of JCHK being the largest individual shareholder in SolGold,
JCC is familiar with Cascabel and SolGold's exploration portfolio. JCC is
aligned with SolGold's long-term goals to define a clear development pathway
to bring Cascabel into production, and has been a shareholder in SolGold since
November 2020, now owning c.12.2% of SolGold's issued share capital.
JCC shares SolGold management's vision that Cascabel carries the potential to
deliver immense value to global mineral supply. While recognising that
SolGold's management has significantly advanced the Cascabel Project, JCC
believes additional work and investment is needed to establish JCC's own
development plan and optimise the Project's value over the entire life of
mine. With JCC's technical capabilities, engineering, supply chain and
financial resources, and knowledge of the project through its past investment,
JCC believes that it is well positioned to develop and finance Cascabel with
greater certainty, in order to unlock its future growth potential. JCC will,
as a well-capitalised and supportive investor with a strong track record in
developing assets, commit financing and development resources on the path to
production.
4 Recommendation
The SolGold Directors, who have been so advised by RBC Capital Markets as to
the financial terms of the Acquisition, consider the terms of the Acquisition
to be fair and reasonable. RBC Capital Markets is providing independent
financial advice to the SolGold Directors for the purposes of Rule 3 of the
Code. In providing its advice to the SolGold Directors, RBC Capital Markets
has taken into account the commercial assessments of the SolGold Directors.
Accordingly, the SolGold Directors intend to recommend unanimously that
SolGold Shareholders vote in favour of the Scheme at the Court Meeting and the
resolution to be proposed at the General Meeting, as the SolGold Directors
have irrevocably undertaken to do in respect of their own beneficial holdings
of 83,597,123 SolGold Shares, representing, in aggregate, approximately 2.8%
of the ordinary share capital of SolGold in issue on the Latest Practicable
Date.
5 Background to and reasons for the recommendation
Founded in 2006, SolGold has established itself as one of the largest
concession holders in Ecuador. The Company's flagship project, Cascabel
("Cascabel" or the "Project"), located in northern Ecuador's Imbabura
Province, represents one of the world's most significant undeveloped
copper-gold porphyry deposits.
The SolGold Board believes the Company has made substantial progress since the
appointment of its new Chief Executive Officer in March this year, in
re-framing the plan for the Cascabel Project, advancing permitting and key
initiatives in country and, overall, re-working the strategy of the Company.
The Board believes this progress has been reflected in the Company's strong
share price performance over the course of this period.
The offer
The SolGold Board received an unsolicited initial indicative offer on 20
November 2025 from JCC at an offer price of 24p per share, which was rejected
by the SolGold Board. JCC then submitted a revised offer at 26p per share on
28 November 2025. This revised offer was rejected, as disclosed in the
"possible offer" announcement on the same day.
JCC provided a further revised offer at 28p per share on 11 December 2025,
following a series of discussions between the SolGold Board and JCC. The
SolGold Directors, consistent with their fiduciary duties, consulted with its
largest shareholders, who indicated that they would be supportive of an offer
on these terms, as detailed in the Rule 2.4 announcement dated 12 December
2025.
In light of this support from its shareholders, in particular the support from
BHP Billiton Holdings Limited and Newcrest International Pty Ltd, and
following discussions with its advisers and other large shareholders in
SolGold, the SolGold Board considered that all of SolGold's shareholders
should be given the opportunity to consider the Acquisition.
Consequently, the SolGold Board indicated to JCC that it would be minded to
recommend a transaction to shareholders on the terms proposed on 11 December
2025.
The SolGold Board and JCC have since finalised transaction documentation and
agreed the terms of this firm offer to SolGold Shareholders. SolGold's largest
shareholders continue to be supportive, and JCC has procured commitments to
vote in favour of the resolutions relating to the Acquisition from BHP
Billiton Holdings Limited, Newcrest International Pty Ltd and Maxit Capital LP
and its affiliates. These shareholders represent in aggregate 773,642,395
SolGold Shares (representing approximately 25.7% per cent. of SolGold's
ordinary share capital on the Latest Practicable Date).
The SolGold Directors have taken all relevant factors into account in
considering the financial terms of the offer, including among others:
· the certainty that the Acquisition provides SolGold shareholders
when weighed against the inherent uncertainty in delivering potential future
value on a standalone basis, especially in the context of the need to raise
significant additional capital, the terms of which are uncertain; and
· the feasibility of and risks associated with alternative
strategic options to deliver greater value for SolGold Shareholders compared
to the certainty and cash proceeds that the Acquisition provides.
Therefore, after careful consideration together with its financial and legal
advisers, the SolGold Directors have concluded that the Acquisition is in the
best interests of SolGold Shareholders and SolGold as a whole. Accordingly,
the SolGold Directors unanimously recommend the Acquisition to SolGold
Shareholders.
6 Shareholder support
JCHK has received irrevocable undertakings from BHP Billiton Holdings Limited,
Newcrest International Pty Ltd and Maxit Capital LP (and its affiliates) to
vote (or procure the vote) in favour of the Scheme at the Court Meeting and
the Special Resolution to be proposed at the General Meeting in respect of
their beneficial interests in SolGold Shares amounting, in aggregate, to
773,642,395 SolGold Shares, representing approximately 25.7% of the entire
issued share capital of SolGold on the Latest Practicable Date.
Taken together with the irrevocable undertakings given by the SolGold
Directors, JCHK has therefore received irrevocable undertakings in respect of
a total of 857,239,518 SolGold Shares representing, in aggregate,
approximately 28.5% per cent. of the issued share capital of SolGold on the
Latest Practicable Date
Further details of these irrevocable undertakings are set out in Appendix III
to this Announcement.
7 Information on JCC and JCHK
JCC
· JCC, headquartered in China and with its shares listed
on both the Shanghai Stock Exchange ("SSE") and the Hong Kong Stock Exchange
("HKEX"), is one of the largest global producers and suppliers of copper
products. JCC is engaged in copper and gold mining, milling, smelting and
refining, and the production and sale of copper cathodes and other non-ferrous
metals and chemical products. JCC has extensive experience in developing and
operating complex mining and smelting projects.
· In 2024, JCC recorded USD 72.6 billion in annual
revenue and maintains a significant global footprint across Asia, Africa, and
the Americas.
· JCC, through its subsidiaries Gemstone 102 Ltd and
JCHK, has been a shareholder in SolGold since November 2020.
JCHK
· JCHK, established in 2016, is a wholly owned subsidiary
of JCC. JCHK serves as JCC's international investment vehicle and is focused
on the investments in nonferrous and precious metal sectors.
· JCHK has been a shareholder in SolGold since December
2022. Following the share acquisition from SolGold Canada Inc. in March 2025,
JCHK currently holds, directly and indirectly, c. 12.2% of SolGold's issued
share capital.
8 Information on SolGold
· SolGold is a leading mineral exploration and
development company. The Company is focused on the discovery, definition and
development of world-class copper and gold deposits. SolGold is committed to
responsible mining practices, sustainability and creating meaningful
partnerships with local communities.
· Founded in 2006, SolGold has established itself as one
of the largest concession holders in Ecuador, exploring the length and breadth
of the highly prospective Andean Copper Belt. The Company's flagship project,
Cascabel, located in northern Ecuador's Imbabura Province, represents one of
the world's most significant undeveloped copper-gold porphyry deposits and is
positioned to become a cornerstone mining operation in South America.
· The Cascabel Project encompasses two significant
deposits: the Alpala porphyry copper-gold-silver deposit and the
Tandayama-América porphyry copper-gold deposit. These mineralised systems are
hosted within the Andean Porphyry Belt that extends from southern Chile
through to Ecuador, Colombia and Panama, hosting the largest concentrations of
copper in the world.
· SolGold Shares are publicly traded on the London Stock
Exchange main market (symbol: SOLG). The SolGold Group has offices in Zug,
Switzerland, London, United Kingdom and Quito, Ecuador.
9
JCC's strategic plans and intentions for SolGold
Strategic plans for SolGold
JCC shares SolGold management's vision that Cascabel carries the potential to
deliver immense value to SolGold's stakeholders. While recognising that
SolGold's management has significantly advanced the Cascabel Project, JCC
believes additional work and investment is needed to establish JCC's own
development plan and optimise the Project's value over the entire life of
mine.
Following completion of the Acquisition, JCC intends to work closely with
SolGold to develop its own comprehensive development plan to optimise the
Project's value over its life of mine, including definition of an overall mine
plan that covers Tandayama open-pit, Alpala sub-level caving and Alpala block
cave, long-term TSF solution, detailed engineering and procurement planning,
power and water infrastructure development, and provide the necessary
investment in order to deliver on the exciting potential of Cascabel. With
JCC's technical capabilities, engineering, supply chain and financial
resources, and knowledge of the Project through its past investment, JCC
believes that it is well positioned to develop and finance Cascabel and unlock
its future growth potential.
JCC also plans to undertake, with input from the SolGold management team, a
comprehensive review of SolGold's regional exploration assets following the
Acquisition in order to consider how to best maximise value from these assets,
which may include planning for exploration and development with potential
partners on some of these assets. JCC, with input from the SolGold management
team, will also assess whether any further regional exploration work would be
in the best interests of the Company. JCC expects this review to be completed
within 12 months of completion of the Acquisition. The outcome of this
detailed review will guide any strategic decisions in respect of JCC's
approach to development of these regional exploration assets.
Social responsibility and communities
JCC is a responsible and committed steward of mining assets and actively
supports the sustainable development of local communities where it operates.
In the first 12 months following completion of the Acquisition, JCC will
review SolGold's existing social responsibility and community commitments to
ensure alignment with its own established policies and practices. JCC has no
intention of making any material changes to SolGold's initiatives, reflecting
JCC's respect for SolGold's ongoing efforts and its intention to build on
SolGold's existing community relationships.
Headquarters and headquarter functions, locations and fixed assets
JCC does not intend to redeploy or dispose of any material fixed assets of
SolGold's as a result of the Acquisition.
JCC has no intention to change SolGold's locations of business, although it
intends to transfer the central management function of SolGold to JCC
following completion of Acquisition, which would result in the relocation of
SolGold's headquarters to JCHK's headquarters in Mainland China and Hong Kong.
Further information on the impact on SolGold's headcount as a result of this
transfer is set out below.
JCC, as a publicly listed entity, maintains internal corporate reporting
functions in order to satisfy its ongoing obligations. JCC therefore intends
to align the internal corporate reporting practices of SolGold with that of
JCC following completion of the Acquisition. JCC also intends to simplify
SolGold's legal corporate entity structure where such entities are no longer
required as a result of the above changes.
SolGold has no research and development function and JCC has no intentions in
this regard.
Management, employees and locations of business
JCC attaches great importance to the experience of SolGold's management and
employees. JCC intends to take a balanced approach to integration with the aim
of retaining the best talent within SolGold.
JCC does not intend to make any material changes to SolGold's local Ecuadorian
workforce. Following completion of the Acquisition, JCC will conduct a review
of SolGold's key management personnel within other jurisdictions to assess the
long-term need for their retention. JCC expects this review to be completed
within 3 months and key management personnel will be retained for the duration
of this review. The impact of any reductions in management, as set out above,
is not expected to be material in the context of SolGold's overall employee
base.
JCC intends to fully safeguard and observe the existing contractual and
statutory rights and terms and conditions of employment of the management and
employees of SolGold and its subsidiaries in accordance with applicable law,
including pension obligations and any legal requirement to consult employee
representative bodies. SolGold does not operate any pension schemes and
therefore JCC has no intentions in this regard.
In keeping with JCC's existing practices, JCC intends to focus on building the
local workforce to fulfil the requisite skills and functions of the employees
and management of SolGold. JCC does not intend to make any material changes to
the conditions of employment or balance of skills and functions of the SolGold
employees, unless otherwise agreed with the relevant individuals.
As set out above, JCC intends to relocate SolGold's headquarters and reduce
functions required to maintain SolGold's publicly listed status, which will
result in material headcount reductions in those specific functions. The
impact of any such changes is not expected to be material in the context of
SolGold's overall employee base.
Overall, JCC does not intend to make material reductions to SolGold's overall
employee base.
Immediately following the Acquisition taking effect, it is intended that each
of the non-executive directors of SolGold shall resign from his or her office
as a director of SolGold.
Management incentivisation arrangements
JCC has not entered into, and has not had any discussions on proposals to
enter into, any form of incentivisation or other arrangements with members of
SolGold's management or employees. Following completion of the Acquisition,
JCC may have discussions and enter into such discussions for certain members
of the SolGold management team.
Trading facilities
SolGold's Shares are currently listed on the Official List and admitted to
trading on the London Stock Exchange. As set out in paragraph 14, a request
shall be made for the cancellation of the listing of SolGold's Shares from the
Official List and, following completion of the Acquisition, steps will be
taken to re-register SolGold as a private company.
Rule 19.5
None of the statements in this Section 9 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.
10 SolGold Share Plans
Participants in the SolGold Share Plans will be contacted regarding the effect
of the Acquisition on their rights under the SolGold Share Plans and
appropriate proposals will be made to such participants in due course. Further
details of the terms of such proposals will also be included in the Scheme
Document.
11 Financing
The Cash Consideration will be funded by a combination of: (i) JCHK's existing
cash resources; and (ii) new debt to be provided by Société Générale
pursuant to the terms of the Facility Agreement.
Peel Hunt, in its capacity as financial adviser to JCC, confirms that it is
satisfied that sufficient resources are available to JCHK to satisfy in full
the consideration payable under the terms of the Acquisition.
12 Dividends
If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend and/or other distribution and/or return of capital is
authorised, declared, made or paid or becomes payable in respect of SolGold
Shares, JCHK reserves the right to reduce the Cash Consideration by an amount
equal to all or part of any such dividend and/or other distribution and/or
return of capital, in which case SolGold Shareholders would be entitled to
receive and retain any such dividend and/or other distribution and/or return
of capital authorised, declared, made or paid.
13 Structure of and Conditions to the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-approved scheme of arrangement between SolGold and the Scheme
Shareholders under Part 26 of the Companies Act, although JCHK reserves the
right to implement the Acquisition by means of a Takeover Offer (subject to
Panel consent).
The purpose of the Scheme is to provide for JCHK to become the holder of the
entire issued and to be issued ordinary share capital of SolGold. This is to
be achieved by the transfer of the Scheme Shares to JCHK, in consideration for
which the Scheme Shareholders shall receive the Cash Consideration.
The Acquisition shall be subject to the Conditions and further terms set out
below and in Appendix I to this Announcement and to be set out in the Scheme
Document and shall only become Effective, if, among other things, the
following events occur on or before 11.59 p.m. on the Long Stop Date:
· the approval of the Scheme by a majority in number of the Scheme
Shareholders who are present and vote (and are entitled to vote), whether in
person or by proxy, at the Court Meeting and who represent at least 75 per
cent. in value of the votes cast by those Scheme Shareholders;
· the resolutions required to approve and implement the Scheme
being duly passed by SolGold Shareholders representing the requisite majority
or majorities of votes cast at the General Meeting (or any adjournment
thereof);
· the sanction of the Scheme by the Court (with or without
modification, but subject to any modification being on terms acceptable to
SolGold and JCHK); and
· the delivery of a copy of the Court Order to the Registrar of
Companies.
The Scheme will lapse if:
· the Court Meeting and the General Meeting are not held on or
before the 22nd day after the expected date of such meetings to be set out in
the Scheme Document in due course (or such later date, if any, (a) as JCHK and
SolGold may agree or (b) (in a competitive situation) as may be specified by
JCHK with the consent of the Panel, and in each case that (if so required) the
Court may allow);
· the Court Hearing is not held on or before the 22nd day after the
expected date of such hearing as first announced by SolGold through a
Regulatory Information Service (or such later date, if any, (a) as JCHK and
SolGold may agree or (b) (in a competitive situation) as may be specified by
JCHK with the consent of the Panel, and in each case that (if so required) the
Court may allow); or
· the Scheme does not become Effective on or before the Long Stop
Date.
Subject to satisfaction (or waiver, where applicable) of the Conditions, the
Scheme is expected to become Effective during Q1 2026.
Upon the Scheme becoming Effective, it will be binding on all Scheme
Shareholders, regardless of whether or not they attended or voted at the Court
Meeting or the General Meeting. The Cash Consideration will be despatched to
Scheme Shareholders no later than 14 days after the Effective Date.
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which shall be
distributed to SolGold Shareholders (along with the Forms of Proxy for use in
connection with the Court Meeting and the General Meeting) in due course.
Any SolGold Shares issued before the Scheme Record Time which remain in issue
at the Scheme Record Time will be subject to the terms of the Scheme. The
resolutions to be proposed at the General Meeting will, amongst other things,
provide that SolGold's articles of association be amended to incorporate
provisions requiring, among other things and subject to the Scheme becoming
Effective, any SolGold Shares issued or transferred after the Scheme Record
Time (other than to JCHK and/or its nominees) to be automatically transferred
to JCHK (or as JCHK may direct) on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of SolGold's
articles of association (as amended) will avoid any person (other than JCHK,
its nominees and any person to whom JCHK may direct the transfer of SolGold
Shares after the Effective Date) holding and retaining SolGold Shares after
the Effective Date.
14 De-listing and re-registration of SolGold
Before the Scheme becomes Effective, it is intended that applications will be
made to the London Stock Exchange to cancel trading in SolGold Shares on the
Main Market, and to the FCA to cancel the listing of the SolGold Shares from
the Official List, with each such cancellation expected to take effect shortly
after the Effective Date.
The last day of dealings in, and registration of transfers of, SolGold Shares
on the Main Market is expected to be the date of the Sanction Hearing and no
transfers will be registered after 6.00 p.m. on that date.
On the Effective Date, share certificates in respect of SolGold Shares will
cease to be valid and entitlements to SolGold Shares held within the CREST
system will be cancelled. SolGold Shareholders shall be required to return
share certificates to SolGold or destroy them following the Effective Date.
It is also proposed that, following the Effective Date and after its shares
are de-listed, SolGold shall be re-registered as a private limited company.
15 Disclosure of Interests in SolGold
As disclosed in JCC's opening position disclosure on 5 December 2025, as at
the Latest Practicable Date, JCHK is interested, directly and indirectly, in
365,757,587 SolGold Shares, representing c. 12.2% of the issued share capital
of SolGold.
Save as disclosed above, and except for the irrevocable undertakings referred
to in paragraph 6 above and Appendix III, as at the Latest Practicable Date,
neither JCHK, nor any of its directors, nor, so far as JCHK is aware, any
person acting in concert (within the meaning of the Code) with JCHK for the
purposes of the Acquisition:
· has any interest in, or right to subscribe for, any SolGold
Shares nor does any such person have any short position in SolGold Shares,
including any short position under a derivative, any agreement to sell, any
delivery obligation or right to require another person to purchase or take
delivery of SolGold Shares;
· has borrowed or lent any SolGold Shares or entered into any
financial collateral arrangements relating to SolGold Shares; or
· is party to any dealing of the kind referred to in Note 11 on the
definition of acting in concert in the Code in relation to the relevant
securities of SolGold.
16 General
JCHK reserves the right to elect (with the consent of the Panel) to implement
the Acquisition by way of a Takeover Offer for the SolGold Shares as an
alternative to the Scheme. In such event, the Takeover Offer shall be
implemented on the same terms, so far as applicable, as those which would
apply to the Scheme, subject to appropriate amendments, including (without
limitation) an acceptance condition set at a level permitted by the Panel.
The Acquisition shall be made subject to the Conditions and further terms set
out in Appendix I to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained in
this Announcement are set out in Appendix II to this Announcement. A summary
of the irrevocable undertakings given in relation to the Acquisition is
contained in Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
The Scheme Document, containing further information about the Acquisition and
notices of the Court Meeting and the General Meeting, will be distributed to
SolGold Shareholders (along with the Forms of Proxy for use in connection with
the Court Meeting and the General Meeting) as soon as reasonably practicable
and, in any event (save with the consent of the Panel), within 28 days of the
date of this Announcement. The Scheme Document and Forms of Proxy shall be
made available to all SolGold Shareholders at no charge to them.
Peel Hunt, Admiralty Harbour, RBC Capital Markets, Maxit and Canaccord Genuity
Limited have each given and not withdrawn their consent to the publication of
this Announcement with the inclusion herein of the references to their names
in the form and context in which they appear.
17 Documents available on website
Copies of the following documents will be made available on SolGold's website
at https://solgold.com/investors/possible-offer-terms/ until the Effective
Date:
· this Announcement;
· the irrevocable undertakings referred to in
paragraph 6 above and summarised in Appendix III to this Announcement;
· documents relating to the financing of the Scheme
referred to in paragraph 11 above; and
· the written consent letters from each of Peel Hunt
and RBC Capital Markets referred to in paragraph 16 above.
The contents of the websites referred to in this Announcement and any websites
accessible from hyperlinks on these websites are not incorporated into and do
not form part of this Announcement.
Enquiries:
Jiangxi Copper Company Limited +86 0791 8271 0117
Gong Kun
Peel Hunt LLP (UK Financial Adviser to JCC) +44 (0) 207 418 8900
Ross Allister
Michael Nicholson
Sam Cann
Admiralty Harbour Capital Limited (Financial Adviser to JCC) +852 2110 1666
Wallace Wang
SolGold plc +44 (0) 203 807 6996
Dan Vujcic
RBC Capital Markets (Rule 3 Adviser and Financial Adviser to SolGold) +44 (0) 207 653 4000
Hugh Samson
Paul Betts
Sam Jackson
Maxit Capital LP (International Financial Adviser to SolGold) +1 416 363 7238
Sameer Rabbani
Canaccord Genuity Limited (Corporate Broker to SolGold) +44 (0) 207 523 8000
James Asensio
Charlie Hammond
Norton Rose Fulbright is acting as UK and Canadian legal adviser to JCC. AnJie
Broad Law Firm is acting as PRC legal adviser to JCC. Fasken Martineau LLP is
acting as legal adviser to SolGold plc.
Important notices
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for JCC and no
one else in connection with the matters described in this Announcement and
will not be responsible to anyone other than JCC for providing the protections
afforded to clients of Peel Hunt nor for providing advice in connection with
the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Peel Hunt in
connection with this Announcement, any statement contained herein or
otherwise.
Admiralty Harbour Capital Limited ("Admiralty Harbour"), which is licensed and
regulated by the Hong Kong Securities and Futures Commission, is acting
exclusively for JCC and no one else in connection with the matters described
in this Announcement and will not be responsible to anyone other than JCC for
providing the protections afforded to clients of Admiralty Harbour nor for
providing advice in connection with the matters referred to herein. Neither
Admiralty Harbour nor any of its subsidiaries, branches or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Admiralty Harbour in connection with this
Announcement, any statement contained herein or otherwise.
RBC Europe Limited (trading as RBC Capital Markets) which is authorised by the
Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority in the United Kingdom, is
acting for SolGold and no one else in connection with the matters referred to
in this Announcement and will not be responsible to anyone other than SolGold
for providing the protections afforded to clients of RBC Capital Markets or
for providing advice in connection with matters referred to in this
Announcement. Neither RBC Europe Limited nor any of its affiliates, directors
or employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, consequential, whether in contract, tort, in
delict, under statute or otherwise) to any person who is not a client of RBC
Europe Limited in connection with the Acquisition or any matter referred to
herein.
Maxit Capital LP ("Maxit"), which is an international financial adviser
operating from outside of the United Kingdom and is not authorised in the
United Kingdom, is acting exclusively for SolGold and for no one else in
connection with the matters referred to in this Announcement. Maxit will not
be responsible to any person other than SolGold for providing the protections
afforded to clients of Maxit, nor for providing advice in relation to any
matters referred to herein. Neither Maxit nor any of its subsidiaries,
branches or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Maxit in connection
with this Announcement, any statement contained herein or otherwise.
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting as corporate broker exclusively for SolGold and
for no one else in connection with the Proposal and will not regard any other
person as its client in relation to the matters referred to in this
Announcement and will not be responsible to anyone other than SolGold for
providing the protections afforded to clients of Canaccord Genuity Limited,
nor for providing advice in relation to the Proposal or any other matter
referred to in this Announcement.
Inside information
The information contained within this Announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this Announcement via a regulatory information
service, this inside information will be considered to be in the public
domain. For the purposes of UK MAR, the person responsible for arranging for
the release of this information on behalf of SolGold is Dan Vujcic, Chief
Executive Officer
Further information
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer to sell or an invitation to
purchase any securities; a solicitation of an offer to buy, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities pursuant to the
Acquisition or otherwise; or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise nor shall there be any
purchase, sale, issuance or exchange of securities or such solicitation in any
jurisdiction in which such offer, solicitation, sale issuance or exchange is
unlawful. The Acquisition will be made solely by means of the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document) which, together with any related forms of proxy, will contain the
full terms and conditions of the Acquisition, including details of how to vote
in respect of the Scheme. Any decision in respect of, or other response to,
the Acquisition should be made only on the basis of the information contained
in the Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document).
SolGold will prepare the Scheme Document to be distributed to SolGold
Shareholders. SolGold and JCHK urge SolGold Shareholders to read the Scheme
Document (or any other document by which the Acquisition is made) in full when
it becomes available because it will contain important information relating to
the Acquisition, including details of how to vote in respect of the Scheme.
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas shareholders
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom, and the availability of the Acquisition to
SolGold Shareholders who are not resident in the United Kingdom, may be
restricted by the laws of those jurisdictions and therefore persons into whose
possession this Announcement comes should inform themselves about and observe
such restrictions. In particular, the ability of persons who are not resident
in the United Kingdom to vote their SolGold Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be affected by the
laws of the relevant jurisdictions in which they are located. Further details
in relation to Overseas Shareholders will be contained in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer, the Offer
Document). Any failure to comply with any such 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 JCHK or required by the Code, and permitted by
applicable law and regulation, the Acquisition will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction.
Accordingly, copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such Restricted
Jurisdiction. If the Acquisition is implemented by way of Takeover Offer
(unless otherwise permitted by applicable law or regulation), the Takeover
Offer may not be made, directly or indirectly, in or into, or by use of mails
or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.
This Announcement has been prepared in connection with proposals in relation
to a scheme of arrangement pursuant to and for the purpose of complying with
English law and the Code 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. Nothing
in this Announcement should be relied on for any other purpose.
The Acquisition shall be subject to the applicable requirements of the Code,
the Panel, the London Stock Exchange and the Financial Conduct Authority.
Additional information for investors in the United States
The Acquisition relates to the shares of a UK company which are admitted to
the Official List of the FCA and to trading on the London Stock Exchange's
Main Market for listed securities and is proposed to be effected by means of a
scheme of arrangement under the laws of England and Wales. 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 Acquisition is subject to the disclosure and procedural
requirements applicable in the United Kingdom to schemes of arrangement which
differ from the requirements of United States tender offer and proxy
solicitation rules.
However, if JCHK were to elect to implement the Acquisition by means of a
Takeover Offer and determines to extend such Takeover Offer into the United
States, such Takeover Offer shall be made in compliance with all applicable
United States laws and regulations, including, without limitation, to the
extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder. Such a Takeover Offer would be made in the United States by JCHK
and no one else.
In the event that the Acquisition is implemented by way of Takeover Offer, in
accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act (if applicable), JCHK or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of SolGold outside of the
United States, other than pursuant such Takeover Offer, during the period in
which such Takeover Offer would remain open for acceptance. These purchases
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices and would comply with applicable law,
including the US Exchange Act. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK, shall be
reported to a Regulatory Information Service and shall be available on the
London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .
The receipt of consideration by a US holder for the transfer of its SolGold
Shares pursuant to the Scheme may be a taxable transaction for United States
federal income tax purposes. Each SolGold Shareholder is urged to consult
their independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to them, including under applicable
United States state and local, as well as overseas and other, tax laws.
Financial information relating to SolGold included in this Announcement and
the Scheme Document has been or shall have been prepared in accordance with
accounting standards applicable in the United Kingdom and may not be
comparable to financial information of United States companies or companies
whose financial statements are prepared in accordance with generally accepted
accounting principles in the United States ("US GAAP"). US GAAP differs in
certain significant respects from accounting standards applicable in the
United Kingdom. None of the financial information in this Announcement has
been audited in accordance with auditing standards generally accepted in the
United States or the auditing standards of the Public Company Accounting
Oversight Board (United States).
It may be difficult for US holders of SolGold Shares to enforce their rights
and any claim arising out of the US federal securities laws in connection with
the Acquisition, since JCHK and SolGold are each organised in countries other
than the United States, and some or all of their officers and directors may be
residents of, and some or all of their assets may be located in, jurisdictions
other than the United States. As a result, US holders of SolGold Shares may
not be able to effect service of process upon a non-US company or its officers
or directors or to enforce against them a judgment of a US court for
violations of federal or state securities laws of the United States, including
judgments based upon the civil liability provisions of the US federal
securities laws. US holders of SolGold 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 a US court's jurisdiction or judgment.
Neither the US Securities and Exchange Commission nor any US state securities
commission has approved or disproved or passed judgment upon the fairness or
the merits of the Acquisition or determined if this Announcement is adequate,
accurate or complete. Any representation to the contrary is a criminal offence
in the United States.
Forward-looking statements
This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by JCHK or SolGold may contain statements about JCHK and
SolGold that are or may be deemed to be "forward-looking statements".
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of JCHK and SolGold (as applicable) 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 SolGold and certain plans and objectives of JCHK 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 forward-looking
words, phrases and expressions such as "anticipate", "target", "expect",
"believe", "intend", "foresee", "predict", "project", "estimate", "forecast",
"intend", "plan", "budget", "scheduled", "goal", "believe", "hope", "aims",
"continue", "likely", "will", "may", "might", "should", "would", "could",
"seek", "plan", "scheduled", "possible", "continue", "potential", "outlook",
"target" or other similar words, phrases, and expressions; provided that the
absence thereof does not mean that a statement is not forward-looking.
Similarly, statements that describe objectives, plans or goals are or may be
forward-looking statements. These statements are based on assumptions and
assessments made by SolGold and/or JCHK 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, actions, achievements 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 JCHK and/or SolGold 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.
There are a number of factors which could cause actual results, performance,
actions, achievements or developments to differ materially from those
expressed or implied in forward-looking statements. Such factors include, but
are not limited to: the ability to proceed with or complete the Acquisition;
the ability to obtain requisite regulatory and shareholder approvals and the
satisfaction of other Conditions on the proposed terms; changes in the global,
political, economic, social, business and competitive environments and in
market and regulatory forces; changes in future inflation, deflation, exchange
and interest rates; changes in tax and national insurance rates; future
business combinations, capital expenditures, acquisitions or dispositions;
changes in general and economic business conditions; changes in the behaviour
of other market participants; the anticipated benefits of the Acquisition not
being realised as a result of changes in general economic and market
conditions in the countries in which JCHK and SolGold operate; changes in or
enforcement of national and local government legislation, taxation, controls
or regulations and/or changes in the administration of laws, policies and
practices, expropriation or nationalisation of property and political or
economic developments in the countries in which JCHK and SolGold carry on
business or may carry on business in the future; fluctuations in the spot and
forward price of relevant minerals or certain other commodities (such as
diesel fuel, natural gas and electricity); the results of exploration
activities and feasibility studies; the speculative nature of mineral
exploitation and development; risks that exploration data may be incomplete
and considerable additional work may be required to complete future
evaluation, including but not limited to drilling, engineering and
socioeconomic studies and investment; possible variations of ore grade or
recovery rates; accidents, labour disputes and other risks of the mining
industry; discovery of archaeological ruins; risk of loss due to acts of war,
terrorism, sabotage and civil disturbances operating or technical difficulties
in connection with mining or development activities, including geotechnical
challenges and disruptions in the maintenance or provision of required
infrastructure and information technology systems; outcome of pending or
future litigation proceedings; the failure to maintain effective internal
control over financial reporting or effective disclosure controls and
procedures, the inability to remediate one or more material weaknesses, or the
discovery of additional material weaknesses, in the internal control over
financial reporting; other business and operational risks and challenges;
failure to comply with environmental and health and safety laws and
regulations; timing of receipt of, or failure to comply with, necessary
notices, concessions, permits and approvals; weak, volatile or illiquid
capital and/or credit markets; changes in the degree of competition in the
geographic and business areas in which JCHK and SolGold operate any public
health crises, pandemics or epidemics (including but not limited to the
COVID-19 pandemic) and repercussions thereof; changes to the boards of
directors of JCHK and/or SolGold and/or the composition of their respective
workforces; safety and technology risks; exposures to terrorist activity, IT
system failures, cyber-crime, fraud and pension scheme liabilities; risks
relating to environmental matters such as climate change including JCHK and/or
SolGold's ability along with the government and other stakeholders to measure,
manage and mitigate the impacts of climate change effectively; changes to law
and/or the policies and practices of regulatory and governmental bodies;
Russia's invasion of Ukraine, conflicts in the Middle East, and any cost of
living crisis or recession. Other unknown or unpredictable factors could cause
actual results, performance, actions, achievements or developments 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,
performance, actions, achievements or developments may differ materially from
those expected, estimated or projected. Such forward-looking statements should
therefore be construed in the light of such factors.
None of JCC, JCHK or SolGold, nor any of their respective associates,
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 undue reliance on
these forward-looking statements.
None of JCC, JCHK or SolGold 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. All subsequent written or oral forward-looking statements attributable to
JCC, JCHK or SolGold or any person acting on their behalf are qualified by the
cautionary statements herein.
No profit forecasts or estimates
No statement in this Announcement is intended as, or is to be construed as, a
profit forecast, profit estimate or quantified financial benefit statement for
any period and no statement in this Announcement should be interpreted to mean
that earnings or earnings per share for SolGold for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for SolGold.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the Announcement in
which any securities exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no
later than 3.30 p.m. (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (London time) on the 10th business day following the Announcement in
which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the 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 shall
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
http://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.
Information relating to SolGold Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by SolGold Shareholders, persons with information rights and other
relevant persons for the receipt of communications from SolGold may be
provided to JCHK during the Offer Period as requested under Section 4 of
Appendix 4 of the Code.
Publication on website and availability of hard copies
A copy of this Announcement will made be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, on the
website of SolGold at https://solgold.com/investors/possible-offer-terms/ and
of JCC at https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html
(https://en.jxcc.com/channel/714e12366e4a46be8447ea019022c228.html) by no
later than 12 noon (London time) on the Business Day following the date of
this Announcement. The content of those websites are not incorporated into and
do not form part of this Announcement.
Right to receive documents in hard copy form
SolGold Shareholders, persons with information rights and participants in the
SolGold Share Plans may request a hard copy of this Announcement, free of
charge, by: (i) contacting Computershare Investor Services Plc during business
hours on +44 (0) 370 707 1305 (lines are open from 9.00 a.m. to 5.30 p.m.,
Monday to Friday (excluding public holidays in England and Wales)); or (ii)
by submitting a request via email to webcorres@computershare.co.uk. A person
so entitled may also request that all future documents, announcements and
information in relation to the Acquisition be sent to them in hard copy form.
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 the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, SolGold confirms that, as at the date
of this Announcement, it has in issue 3,009,973,641 ordinary shares of 1 pence
each with voting rights. SolGold does not hold any ordinary shares in
treasury. The SolGold Shares are admitted to trading on the London Stock
Exchange and their International Securities Identification Number code is
GB00B0WD0R35.
General
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 FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1 The Acquisition is conditional upon the Scheme becoming
unconditional and Effective, subject to the provisions of the Code, by no
later than 11.59 p.m. on the Long Stop Date.
2 The Scheme shall be subject to the following conditions:
2.1
(i) its approval by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting and at any separate class meeting
which may be required (or any adjournment thereof), and who represent not less
than 75 per cent. in value of the Scheme Shares voted by those Scheme
Shareholders; and
(ii) such Court Meeting and any such separate class meeting
(or any adjournment thereof) being held on or before the 22nd day after the
expected date of the Court Meeting to be set out in the Scheme Document in due
course (or such later date, if any, (a) as JCHK and SolGold may agree or (b)
(in a competitive situation) as may be specified by JCHK with the consent of
the Panel, and in each case (if so required) with the approval of the Court);
2.2
(i) the resolution(s) required to implement the Scheme
being duly passed by SolGold Shareholders representing not less than 75 per
cent. of the votes cast at the General Meeting (or any adjournment thereof);
and
(ii) such General Meeting (or any adjournment thereof) being
held on or before the 22nd day after the expected date of such meeting to be
set out in the Scheme Document in due course (or such later date, if any, (a)
as JCHK and SolGold may agree or (b) (in a competitive situation) as may be
specified by JCHK with the consent of the Panel, and in each case (if so
required) with the approval of the Court);
2.3
(i) the sanction of the Scheme by the Court (with or
without modification, but subject to any modification being on terms
acceptable to SolGold and JCHK) and the delivery of a copy of the Court Order
to the Registrar of Companies; and
(ii) the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing as first announced by SolGold
through a Regulatory Information Service (or such later date, if any, (a) as
JCHK and SolGold may agree or (b) (in a competitive situation) as may be
specified by JCHK with the consent of the Panel, and in each case (if so
required) with the approval of the Court);
3 In addition, subject as stated in Part B below and to the
requirements of the Panel, the Acquisition shall be conditional upon the
following Conditions and, accordingly, the Court Order shall not be delivered
to the Registrar of Companies unless such Conditions (as amended, if
appropriate) have been satisfied or, where relevant, waived:
Official authorisations, regulatory clearances and third party clearances
(a) the waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution, any entity owned or controlled
by any relevant government or state, or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider SolGold Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect acquisition of any shares or other securities in,
or control or management of, SolGold by JCHK or any member of the Wider JCHK
Group;
(b) all notifications, filings or applications which are necessary
having been made in connection with the Acquisition and all statutory or
regulatory obligations in any jurisdiction having been complied with in
connection with the Acquisition or the acquisition by any member of the Wider
JCHK Group of any shares or other securities in, or control of, SolGold and
all authorisations, orders, grants, recognitions, determinations,
confirmations, consents, licences, clearances, permissions, exemptions and
approvals deemed necessary or appropriate by JCHK or any member of the Wider
JCHK Group for or in respect of the Acquisition including, without limitation,
its implementation and financing or the proposed direct or indirect
acquisition of any shares or other securities in, or control of, SolGold or
any member of the Wider SolGold Group by any member of the Wider JCHK Group
having been obtained in terms and in a form reasonably satisfactory to JCHK
from all appropriate Third Parties or persons with whom any member of the
Wider SolGold Group has entered into contractual arrangements and all such
authorisations, orders, grants, recognitions, determinations, confirmations,
consents, licences, clearances, permissions, exemptions and approvals deemed
necessary or appropriate to carry on the business of any member of the Wider
SolGold Group which are material in the context of the JCHK Group or the
SolGold Group as a whole or for or in respect of the Acquisition including,
without limitation, its implementation or financing remaining in full force
and effect and all filings necessary for such purpose having been made and
there being no notice or intimation of any intention to revoke or not to renew
any of the same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
(c) no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider JCHK Group or any member of the Wider SolGold Group of all
or any portion of their respective businesses, assets or property or impose
any limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any part thereof which, in any such case, is material in the
context of the Wider JCHK Group or the Wider SolGold Group in either case
taken as a whole or in the context of the Acquisition;
(ii) require, prevent or delay the divestiture by any member
of the Wider JCHK Group of any shares or other securities in SolGold;
(iii) impose any material limitation on, or result in a delay
in, the ability of any member of the Wider JCHK Group directly or indirectly
to acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider SolGold Group or the
Wider JCHK Group or to exercise voting or management control over any such
member;
(iv) otherwise adversely affect the business, assets, profits
or prospects of any member of the Wider JCHK Group or of any member of the
Wider SolGold Group to an extent which is material in the context of the Wider
JCHK Group or the Wider SolGold Group in either case taken as a whole or in
the context of the Acquisition;
(v) make the Acquisition or its implementation or the
acquisition or proposed acquisition by JCHK or any member of the Wider JCHK
Group of any shares or other securities in, or control of SolGold void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay,
challenge or otherwise interfere with the same, or impose additional
conditions or obligations with respect thereto;
(vi) require any member of the Wider JCHK Group or the Wider
SolGold Group to offer to acquire any shares or other securities (or the
equivalent) or interest in any member of the Wider SolGold Group or the Wider
JCHK Group owned by any third party;
(vii) impose any limitation on the ability of any member of the
Wider SolGold Group to integrate or co-ordinate its business, or any part of
it, with the businesses of any other members which is adverse to and material
in the context of the Wider SolGold Group taken as a whole or in the context
of the Acquisition; or
(viii) result in any member of the Wider SolGold Group ceasing to
be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any SolGold Shares
having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
(d) save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider SolGold Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, or any circumstance which in
consequence of the Acquisition or the acquisition or proposed acquisition of
any shares or other securities (or equivalent) in SolGold or because of a
change in the control or management of SolGold or otherwise, could or might
result in any of the following to an extent which is material and adverse in
the context of the Wider SolGold Group, or the Wider JCHK Group, in either
case taken as a whole, or in the context of the Acquisition:
(i) any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
obligation or liability arising or any action being taken or arising
thereunder;
(iii) any asset or interest of any such member being or
failing to be disposed of or charged or ceasing to be available to any such
member or any right arising under which any such asset or interest could be
required to be disposed of or charged or could cease to be available to any
such member otherwise than in the ordinary course of business;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property,
assets or interest of any such member;
(v) the rights, liabilities, obligations or interests of any
such member, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider SolGold Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this Condition;
Certain events occurring since Last Accounts Date
(e) save as Disclosed, no member of the Wider SolGold Group
having, since the Last Accounts Date:
(i) save as between SolGold and wholly-owned subsidiaries
of SolGold or for SolGold Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the SolGold Share Plans, issued or
agreed to issue, authorised or proposed the issue of additional shares of any
class;
(ii) save as between SolGold and wholly-owned subsidiaries
of SolGold or for the grant of options and awards and other rights under the
SolGold Share Plans, issued or agreed to issue, authorised or proposed the
issue of securities convertible into shares of any class or rights, warrants
or options to subscribe for, or acquire, any such shares or convertible
securities;
(iii) other than to another member of the SolGold Group,
recommended, declared, paid or made or proposed to recommend, declare, pay or
make any bonus issue, dividend or other distribution whether payable in cash
or otherwise;
(iv) save for intra-SolGold Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any merger,
demerger, acquisition or disposal, transfer, mortgage, charge or security
interest, in each case, other than in the ordinary course of business and, in
each case, to the extent which is material in the context of the Wider SolGold
Group taken as a whole or in the context of the Acquisition;
(v) save for intra-SolGold Group transactions, made or
authorised or proposed or announced an intention to propose any change in its
loan capital in each case, to the extent which is material in the context of
the Wider SolGold Group taken as a whole or in the context of the Acquisition;
(vi) issued, authorised or proposed the issue of, or made any
change in or to, any debentures or (save for intra-SolGold Group transactions,
in the ordinary course of business) incurred or increased any indebtedness or
become subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii)
above, made any other change to any part of its share capital in each case, to
the extent which is material in the context of the Wider SolGold Group taken
as a whole in the context of the Acquisition;
(viii) save for intra-SolGold Group transactions, implemented, or
authorised, proposed or announced its intention to implement, any
reconstruction, merger, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;
(ix) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, onerous or unusual nature or magnitude or
which is or could be restrictive on the business of any member of the Wider
SolGold Group or the Wider JCHK Group or which involves or could involve an
obligation of such a nature or magnitude which is other than in the ordinary
course of business and which is material in the context of the Wider SolGold
Group taken as a whole or in the context of the Acquisition;
(x) (other than in respect of a member which is dormant and
was solvent at the relevant time) taken any corporate action or steps or had
any legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, or petition
presented or made for its winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrative receiver, administrator, manager,
trustee or similar officer of all or any part of its assets or revenues or any
analogous proceedings in any jurisdiction or appointed any analogous person in
any jurisdiction or had any such person appointed, in each case, to the extent
which is material in the context of the Wider SolGold Group taken as a whole
or in the context of the Acquisition;
(xi) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the Wider SolGold
Group or the Wider JCHK Group other than of a nature and extent which is
normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
SolGold Group taken as a whole or in the context of the Acquisition;
(xiii) made any material alteration to its memorandum or articles
of association or other incorporation documents;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xv) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any offer (which remains open for acceptance) with respect
to or announced any intention to, or proposed to, effect any of the
transactions, matters or events referred to in this Condition 3(e)(iv);
(xvi) made or agreed or consented to any change to:
(A) the terms of the trust deeds or other governing documents
constituting the pension scheme(s) established by any member of the Wider
SolGold Group for its directors, employees or their dependents;
(B) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable thereunder;
(C) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
(D) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued or made,
in each case, to an extent which is material in the context of the Wider
SolGold Group taken as a whole or in the context of the Acquisition;
(xvii) proposed, agreed to provide or modified the terms of any of
the SolGold Share Plans or other benefit constituting a material change
relating to the employment or termination of employment of a material category
of persons employed by the Wider SolGold Group or which constitutes a material
change to the terms or conditions of employment of any senior employee of the
Wider SolGold Group, save as agreed by the Panel (if required) and by JCHK, or
entered into or changed the terms of any contract with any director or senior
executive;
(xviii) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of
SolGold Shareholders in general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Code;
(xix) entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors of SolGold plc;
or
(xx) waived or compromised any claim which is material in the
context of the Wider SolGold Group taken as a whole or in the context of the
Acquisition, otherwise than in the ordinary course;
No material adverse change, litigation or regulatory enquiry
(f) save as Disclosed, since the Last Accounts Date:
(i) no adverse change or deterioration having occurred in
the business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider SolGold Group which, in any
such case, is material in the context of the Wider SolGold Group taken as a
whole or in the context of the Acquisition and no circumstances have arisen
which would or might reasonably be expected to result in such adverse change
or deterioration;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider SolGold Group is or
may become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review or investigation by, or complaint or reference to, any Third
Party or other investigative body against or in respect of any member of the
Wider SolGold Group having been instituted, announced, implemented or
threatened by or against or remaining outstanding in respect of any member of
the Wider SolGold Group which in any such case has had or might reasonably be
expected to have a material adverse effect on the Wider SolGold Group taken as
a whole or in the context of the Acquisition;
(iii) no contingent or other liability of any member of the
Wider SolGold Group having arisen or become apparent to JCHK or increased
which has had or might reasonably be expected to have a material adverse
effect on the Wider SolGold Group taken as a whole or in the context of the
Acquisition;
(iv) no enquiry or investigation by, or complaint or reference
to, any Third Party having been threatened, announced, implemented, instituted
by or remaining outstanding against or in respect of any member by or the
Wider SolGold Group which in any case is material in the context of the Wider
SolGold Group taken as a whole;
(v) no member of the Wider SolGold Group having conducted
its business in breach of any applicable laws and regulations and which is
material in the context of the Wider SolGold Group as a whole or in the
context of the Acquisition; and
(vi) no steps having been taken which are likely to result in
the withdrawal, cancellation, termination or modification of any licence or
permit held by any member of the Wider SolGold Group which is necessary for
the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which has had, or would reasonably be expected
to have, an adverse effect which is material in the context of the Wider
SolGold Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters regarding information, liabilities and
environmental issues
(g) save as Disclosed, JCHK not having discovered:
(i) that any financial, business or other information
concerning the Wider SolGold Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider SolGold Group
is materially misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make that information not misleading, in
each case, to an extent which is material in the context of the Wider SolGold
Group taken as a whole or in the context of the Acquisition;
(ii) that any member of the Wider SolGold Group or
partnership, company or other entity in which any member of the Wider SolGold
Group has a significant economic interest and which is not a subsidiary
undertaking of SolGold, is subject to any liability (contingent or otherwise)
which is not disclosed in the annual report and accounts of the SolGold Group
for the financial year ended 30 June 2025 or the unaudited condensed
consolidated interim financial statements of the SolGold Group for the three
months ended 30 September 2025, in each case, to the extent which is material
in the context of the Wider SolGold Group taken as a whole or in the context
of the Acquisition; or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
SolGold Group and which is material in the context of the Wider SolGold Group
taken as a whole or in the context of the Acquisition;
(h) save as Disclosed, JCHK not having discovered that:
(i) any past or present member of the Wider SolGold Group
has failed to comply with any and/or all applicable legislation or regulation,
of any jurisdiction with regard to the use, treatment, handling, storage,
carriage, disposal, spillage, release, discharge, leak or emission of any
waste or hazardous substance or any substance likely to impair the environment
or harm human health or animal health or otherwise relating to environmental
matters or the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal, spillage,
release, discharge, leak or emission (whether or not the same constituted a
non-compliance by any person with any such legislation or regulations, and
wherever the same may have taken place) any of which storage, carriage,
disposal, spillage, release, discharge, leak or emission would be likely to
give rise to any liability (actual or contingent) or cost on the part of any
member of the Wider SolGold Group and which is material in the context of the
Wider SolGold Group taken as a whole or in the context of the Acquisition;
(ii) there is, or is likely to be, for any reason
whatsoever, any liability (actual or contingent) of any past or present member
of the Wider SolGold Group to make good, remediate, repair, reinstate or clean
up any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of
the Wider SolGold Group (or on its behalf) or by any person for which a member
of the Wider SolGold Group is or has been responsible, or in which any such
member may have or previously have had or be deemed to have had an interest,
under any environmental legislation, regulation, notice, circular or order of
any Third Party and which is material in the context of the Wider SolGold
Group taken as a whole or in the context of the Acquisition;
(iii) circumstances exist (whether as a result of the making
of the Acquisition or otherwise) which would be reasonably likely to lead to
any Third Party instituting, or whereby any member of the Wider JCHK Group or
any present or past member of the Wider SolGold Group would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider SolGold Group (or on its behalf) or by any
person for which a member of the Wider SolGold Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of the Wider
SolGold Group taken as a whole or in the context of the Acquisition; or
(iv) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any product or
process of manufacture or materials used therein currently or previously
manufactured, sold or carried out by any past or present member of the Wider
SolGold Group which claim or claims would be likely, materially and adversely,
to affect any member of the Wider SolGold Group and which is material in the
context of the Wider SolGold Group taken as a whole or in the context of the
Acquisition; and
Anti-corruption, economic sanctions, criminal property and money laundering
(i) save as Disclosed, JCHK not having discovered that:
(i) (A) any past or present member, director, officer or
employee of the Wider SolGold Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule, or regulation concerning improper payments or
kickbacks or (B) any person that performs or has performed services for or on
behalf of the Wider SolGold Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery law, rule or regulation or any other applicable law, rule, or
regulation concerning improper payments or kickbacks; or
(ii) any asset of any member of the Wider SolGold Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider SolGold Group is
found to have engaged in activities constituting money laundering under any
applicable law, rule, or regulation concerning money laundering; or
(iii) any past or present member, director, officer or
employee of the Wider SolGold Group, or any other person for whom any such
person may be liable or responsible, is or has engaged in any conduct which
would violate applicable economic sanctions or dealt with, made any
investments in, made any funds or assets available to or received any funds or
assets from:
(A) any government, entity or individual in respect of which
US, UK or European Union persons, or persons operating in those territories,
are prohibited from engaging in activities or doing business, or from
receiving or making available funds or economic resources, by US, UK or
European Union laws or regulations, including the economic sanctions
administered by the United States Office of Foreign Assets Control, or HM
Revenue and Customs; or
(B) any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the United States, the United
Kingdom, the European Union or any of its member states, save that this shall
not apply if and to the extent that it is or would be unenforceable by reason
of breach of any applicable Blocking Law; or
(iv) any past or present member, director, officer or employee
of the Wider SolGold Group, or any other person for whom any such person may
be liable or responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(C) has engaged in conduct which would violate any relevant
laws, rules, or regulations concerning human rights, including but not limited
to any law, rule, or regulation concerning false imprisonment, torture or
other cruel and unusual punishment, or child labour; or
(D) is debarred or otherwise rendered ineligible to bid for or
to perform contracts for or with any government, governmental instrumentality,
or international organisation or found to have violated any applicable law,
rule, or regulation concerning government contracting or public procurement;
or
(v) any member of the Wider SolGold Group is or has been
engaged in any transaction which would cause JCHK or any member of the Wider
JCHK Group to be in breach of any law or regulation upon its acquisition of
SolGold, including but not limited to the economic sanctions of the United
States Office of Foreign Assets Control, or HM Revenue and Customs, or any
other relevant government authority.
Part B: Certain further terms of the Acquisition
1. Subject to the requirements of the Panel and the Code, JCHK reserves
the right in its sole discretion to waive:
(a) the deadline set out in paragraph 1 of Part A of this Appendix I, and
any of the deadlines set out in paragraph 2 of Part A of this Appendix I for
the timing of the Court Meeting, the General Meeting and the Court Hearing. If
any such deadline is not met, JCHK shall make an announcement by 8.00 a.m. on
the Business Day following such deadline confirming whether it has invoked or
waived the relevant Condition or agreed with SolGold (or, as the case may be,
the Panel) to extend the deadline in relation to the relevant Condition; and
(b) in whole or in part, all or any of the Conditions set out in Part A of
this Appendix I, except for the Conditions set out in paragraph 2.1(i), 2.2(i)
and 2.3(i) of Part A of this Appendix I which cannot be waived.
2. The Conditions set out in paragraph 3 of Part A of this Appendix I must
each be satisfied or (if capable of waiver) be waived by JCHK by no later than
11.59 p.m. on the Long Stop Date. JCHK shall be under no obligation to waive
(if capable of waiver), to determine to be or remain satisfied or to treat as
satisfied any of the Conditions set out in paragraph 3 of Part A of this
Appendix I that it is entitled (with the consent of the Panel and subject to
the requirements of the Code) to invoke, by a date earlier than the latest
date specified above for the fulfilment or waiver thereof, notwithstanding
that the other Conditions may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any such Conditions may not be capable of fulfilment.
3. Under Rule 13.5(a) of the Code, JCHK may not invoke a Condition to the
Acquisition so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn unless the circumstances which give rise to the right to invoke the
Condition are of material significance to JCHK in the context of the
Acquisition. JCHK may only invoke a condition that is subject to Rule 13.5(a)
with the consent of the Panel and any condition that is subject to Rule
13.5(a) may be waived by JCHK. The Conditions set out in paragraphs 1 and 2 of
Part A of this Appendix I and, if applicable, any acceptance condition if the
Acquisition is implemented by means of a Takeover Offer, are not subject to
Rule 13.5(a) of the Code.
4. If JCHK is required by the Panel to make an offer for SolGold Shares
under the provisions of Rule 9 of the Code, JCHK may make such alterations to
any of the Conditions and the terms of the Acquisition as are necessary to
comply with the provisions of Rule 9 of the Code.
5. JCHK reserves the right to elect to implement the Acquisition by way of
a Takeover Offer as an alternative to the Scheme (subject to the Panel's
consent). In such an event, the Acquisition will be implemented on the same
terms and conditions as those which would apply to the Scheme, subject to
appropriate amendments including (without limitation) the inclusion of an
acceptance condition set at 90 per cent. of the SolGold Shares to which such
Takeover Offer relates (or such lesser percentage as JCHK may determine,
subject to the rules of the Code and in consultation with the Panel, being in
any case more than 50 per cent. of the SolGold Shares), or any amendments
required by, or deemed appropriate by, JCHK under applicable law or any
amendments necessary to reflect the Takeover Offer.
6. SolGold Shares which will be acquired pursuant to the Acquisition will
be acquired fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature whatsoever and together with all rights now or
hereafter attaching or accruing to them, including voting rights and the right
to receive and retain in full all dividends and other distributions (if any)
declared, made or paid or any other return of capital or value (whether by
reduction of share capital or share premium account or otherwise) by reference
to a record date after the Effective Date.
7. If, on or after the date of this Announcement and on or prior to the
Effective Date, any dividend and/or other distribution and/or return of
capital is authorised, declared, made or paid or becomes payable in respect of
SolGold Shares, JCHK reserves the right (without prejudice to any right JCHK
may have, with the consent of the Panel, to invoke the Condition set out in
paragraph 3(e)(iii) of Part A of this Appendix I) to reduce the Cash
Consideration by an amount equal to all or part of any such dividend and/or
other distribution and/or return of capital, in which case any reference in
this Announcement or in the Scheme Document to the Cash Consideration will be
deemed to be a reference to the Cash Consideration so reduced. If (but only to
the extent) JCHK exercises this right or makes such a reduction in respect of
any such dividend and/or other distribution and/or return of capital, SolGold
Shareholders shall be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital declared, made, or paid. For the
avoidance of doubt, any exercise by JCHK of its rights referred to in this
paragraph shall not be regarded as constituting any revision or variation of
the Acquisition.
8. Except with the Panel's consent, settlement of the Cash Consideration
to which any Scheme Shareholder is entitled under the Scheme will be
implemented in full in accordance with the terms of the Scheme without regard
to any lien, right of set-off, counterclaim or other analogous right to which
JCHK may otherwise be, or claim to be, entitled as against such Scheme
Shareholder and will be effected in the manner described in this Announcement.
9. The Acquisition is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, email 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 of that
jurisdiction.
10. The Acquisition is governed by the law of England and Wales and is
subject to the jurisdiction of the courts of England and Wales and to the
Conditions and further terms set out in this Appendix I and to be set out in
the Scheme Document. The Acquisition is subject to the applicable requirements
of the Code, the Panel, the London Stock Exchange and the Financial Conduct
Authority.
11. Each of the Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.
12. The Acquisition is subject to, inter alia, the Conditions set out in
Part A and the further terms of the Acquisition set out in Part B of this
Appendix I to this Announcement. The Acquisition is also subject to the full
terms and conditions which will be set out in the Scheme Document and such
further terms as may be required to comply with the provisions of the Code.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
Unless otherwise stated in this Announcement:
1. As at close of business on 23 December 2025 (being the last
Business Day before the date of this Announcement), SolGold had in issue
3,009,973,641 ordinary shares of 1 pence each with voting rights.
2. SolGold does not hold any shares in treasury.
3. Any reference to the entire issued and to be issued share
capital of SolGold is based on:
(a) 3,009,973,641 SolGold Shares referred to in paragraph 1
above; and
(b) 85,900,000 SolGold Shares which may be issued on or after
the date of this Announcement on the exercise of options or vesting of awards
under the SolGold Share Plans.
4. The value of the Acquisition, based on the Cash
Consideration, of approximately £867 million has been calculated based on 28
pence per SolGold Share and on the basis of the entire issued and to be issued
share capital of SolGold (as set out in paragraph 3 above).
5. The volume weighted average prices of a SolGold Share are
derived from data provided by Bloomberg.
6. Unless otherwise stated, all prices for SolGold Shares have
been derived from data provided by Bloomberg and represent closing prices on
the relevant date(s).
7. Certain figures included in this Announcement have been
subject to rounding adjustments.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
The following SolGold Directors have given irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting and the resolutions to be proposed
at the General Meeting and, if JCHK exercises its right to implement the
Acquisition by way of a Takeover Offer, to accept or procure acceptance of
such offer:
Part A - SolGold Directors' Irrevocable Undertakings
Name of SolGold Director Number of SolGold Shares or options in respect of which undertaking is given Percentage of SolGold issued share capital as at 23 December 2025 (excluding
shares under option)
Paul Smith 250,000 0.008%
Scott Caldwell 17,462,244 0.580%
30,000,000 options
Nicholas Mather 65,747,203 2.184%
Maria Amparo Alban 51,676 0.002%
Charles Joseland 86,000 0.003%
Dan Vujcic 15,000,000 options only 0.000%
TOTAL 83,597,123 SolGold Shares 2.777%
45,000,000 options
These irrevocable undertakings also extend to any shares acquired by the
SolGold Directors as a result of the vesting of awards or the exercise of
options under the SolGold Share Plans.
The obligations of the SolGold Directors (other than Nicholas Mather) under
the irrevocable undertakings shall lapse and cease to have effect, inter alia,
on and from the following occurrences:
· the Panel consents to JCHK not proceeding with the Acquisition;
· JCHK announces that it does not intend to proceed with the
Acquisition and no new, revised or replacement Scheme or Takeover Offer is
announced by JCHK in accordance with Rule 2.7 of the Code at the same time;
· any third party offer for SolGold is declared unconditional or,
if implemented by way of a scheme of arrangement, becomes effective; or
· the Scheme does not become Effective before the Long Stop Date
(other than in circumstances where the JCHK has, prior to such date, elected
to proceed by way of a Takeover Offer and announced the same in accordance
with the requirements of Paragraph 8 of Appendix 7 to the Code, and such
Takeover Offer has not lapsed or been withdrawn).
The obligations of Nicholas Mather under the irrevocable undertaking shall
lapse and cease to have effect, inter alia, on and from the following
occurrences:
· the Panel consents to JCHK not proceeding with the Acquisition;
· the Acquisition lapsing in accordance with its terms, save where
the Acquisition is withdrawn or lapses as a result of JCHK exercising its
right, in accordance with the Code, to implement the Acquisition by way of a
Takeover Offer rather than by way of a Scheme or vice versa;
· JCHK announces that it does not intend to proceed with the
Acquisition and no new, revised or replacement Scheme or Takeover Offer is
announced by JCHK in accordance with Rule 2.7 of the Code at the same time;
· any third party offer for SolGold is declared unconditional or,
if implemented by way of a scheme of arrangement, becomes effective;
· the Scheme does not become Effective before the Long Stop Date
(other than in circumstances where the JCHK has, prior to such date, elected
to proceed by way of a Takeover Offer and announced the same in accordance
with the requirements of Paragraph 8 of Appendix 7 to the Code, and such
Takeover Offer has not lapsed or been withdrawn); or
· JCHK elects to implement the Acquisition by way of a Takeover
Offer (other than in circumstances in which the Panel requires JCHK to make a
mandatory contractual offer pursuant to Rule 9 of the Code).
Part B - Non-director SolGold Shareholder irrevocable undertakings
Name of SolGold Shareholder giving undertaking Number of SolGold Shares in respect of which undertaking is given Percentage of SolGold issued share capital as at 23 December 2025
BHP Billiton Holdings Limited 310,965,736 10.3
Newcrest International Pty Ltd 309,309,996 10.3
Maxit Capital LP and its affiliates 153,366,663 5.1
TOTAL 773,642,395 25.7
The obligations of the non-director SolGold Shareholders under the irrevocable
undertakings shall lapse and cease to have effect, inter alia, on and from the
following occurrences:
· JCHK announces (with the consent of the Panel) after the date of
this Announcement that it does not intend to proceed with the Acquisition;
· the Scheme does not become Effective before the Long Stop Date
(other than in circumstances where JCHK has, prior to such date, elected to
proceed by way of a Takeover Offer and announced the same in accordance with
the requirements of Paragraph 8 of Appendix 7 to the Code, and such Takeover
Offer has not lapsed or been withdrawn);
· the Scheme, or, in circumstances where the Acquisition is to be
implemented by way of Takeover Offer, the Takeover Offer, lapses (other than,
in the case of a Scheme, in circumstances where JCHK has, prior to such date,
elected to proceed by way of a Takeover Offer and announced the same in
accordance with the requirements of Paragraph 8 of Appendix 7 to the Code, and
such Takeover Offer has not lapsed or been withdrawn);or
· any person other than JCHK or any person acting in concert with
JCHK announces a firm intention (in accordance with Rule 2.7 of the Code) to
make an offer (within the meaning of the Code) (whether or not the subject of
pre-conditions) to acquire all of the equity share capital of the Company,
other than that already owned by the person making such offer (or any person
acting in concert with it), on terms which represent an improvement of 5% or
more on the value of the consideration offered under the Acquisition.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
Acquisition has the meaning given to it in paragraph 1
Announcement this Announcement
Business Day a day, other than a Saturday, Sunday or public holiday in the UK, on which
banks are open for non-automated business in the City of London and Hong Kong,
the Special Administrative Region of the People's Republic of China
Cash Consideration has the meaning given to it in paragraph 2
Closing Price the closing middle market price of a SolGold Share on a particular trading day
as derived from Bloomberg
Code the City Code on Takeovers and Mergers, as amended from time to time
Companies Act the Companies Act 2006, as amended from time to time
Conditions the conditions to the implementation of the Acquisition, as set out in Part A
of Appendix I to this Announcement and to be set out in the Scheme Document
Court the High Court of Justice in England and Wales
Court Hearing the hearing by the Court of the application to sanction the Scheme under Part
26 of the Companies Act
Court Meeting the meeting of Scheme Shareholders to be convened pursuant to an order of the
Court under the Companies Act for the purpose of considering and, if thought
fit, approving the Scheme (with or without amendment), including any
adjournment thereof, notice of which is to be contained in the Scheme Document
Court Order the order of the Court sanctioning the Scheme
CREST the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear
Dealing Disclosure has the same meaning as in Rule 8 of the Code
Disclosed the information fairly disclosed by, or on behalf of SolGold, (i) in the
annual report and accounts of the SolGold Group for the financial year ended
30 June 2025, (ii) in the unaudited condensed consolidated interim financial
statements of the SolGold Group for the three months ended 30 September 2025;
(iii) in this Announcement; (iv) in any other Announcement to a Regulatory
Information Service by, or on behalf of, SolGold prior to the date of this
Announcement; or (vi) as otherwise fairly disclosed to JCHK (or its respective
officers, employees, agents or advisers) (including via the virtual data room
operated by or on behalf of SolGold in respect of the Acquisition) prior to
the date of this Announcement
Effective in the context of the Acquisition:
(a) if the Acquisition is implemented by way of the Scheme, the
Scheme having become effective pursuant to its terms; or
(b) if the Acquisition is implemented by way of a Takeover Offer,
such Takeover Offer having become or been declared unconditional in accordance
with the Code
Effective Date the date on which the Acquisition becomes Effective
Euroclear Euroclear UK & Ireland International Limited
Excluded Shares any SolGold Shares held by SolGold in treasury; or beneficially owned by JCHK
or any subsidiary undertaking of JCHK; in each case, immediately prior to the
Scheme Record Time
Facility Agreement the bridge facility agreement dated 24 December 2025 and entered into between
JCHK and Société Générale
FCA or Financial Conduct Authority the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of FSMA
Forms of Proxy the forms of proxy for use in connection with each of the Court Meeting and
the General Meeting, which shall accompany the Scheme Document
FSMA the Financial Services and Markets Act 2000, as amended from time to time
General Meeting the general meeting of SolGold Shareholders (including any adjournment
thereof) to be convened in connection with the Scheme
JCC Jiangxi Copper Company Limited
JCHK Jiangxi Copper (Hong Kong) Investment Company Limited
JCHK Group JCHK and its group undertakings from time to time
Last Accounts Date 30 June 2025
Latest Practicable Date 23 December 2025, being the latest practicable date prior to this Announcement
London Stock Exchange London Stock Exchange plc
Long Stop Date 15 May 2026, or such later date: (i) as may be agreed in writing by JCHK and
SolGold (with the Panel's consent, if required); or (ii) (in a competitive
situation) as may be specified by JCHK with the consent of the Panel; or (iii)
as the Panel may direct under the Note on Section 3 of Appendix 7 of the Code,
and, in each case, as the Court may approve (if such approval is required)
Offer Document the document containing a Takeover Offer
Offer Period the current offer period (as defined by the Code) relating to SolGold, which
commenced on 28 November 2025
Opening Position Disclosure has the same meaning as in Rule 8 of the Code
Overseas Shareholders SolGold Shareholders (or nominees of, or custodians or trustees for SolGold
Shareholders) not resident in, or nationals or citizens of, the United Kingdom
Panel the Panel on Takeovers and Mergers
Peel Hunt Peel Hunt LLP
RBC Capital Markets RBC Europe Limited (trading as RBC Capital Markets)
Regulatory Information Service any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory Announcements
Restricted Jurisdiction any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Acquisition is sent or made available to SolGold Shareholders
Scheme or Scheme of Arrangement the proposed scheme of arrangement under Part 26 of the Companies Act between
SolGold and Scheme Shareholders in connection with the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by SolGold and JCHK
Scheme Document the document to be sent to SolGold Shareholders containing, amongst other
things, the Scheme and the notices convening the Court Meeting and the General
Meeting
Scheme Record Time the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the Business Day immediately after the Court Hearing, or such
other time as SolGold and JCHK may agree
Scheme Shareholder a holder of Scheme Shares
Scheme Shares (a) the SolGold Shares in issue at the date of the Scheme Document; (b) any
SolGold Shares issued after the date of the Scheme Document and prior to the
Scheme Voting Record Time; and (c) any SolGold Shares issued at or after the
Scheme Voting Record Time and prior to the Scheme Record Time in respect of
which the original or any subsequent holder thereof is bound by the Scheme, or
shall by such time have agreed in writing to be bound by the Scheme, other
than Excluded Shares
Scheme Voting Record Time the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.00 p.m. on the day which is two Business Days before the Court Meeting or,
if the Court Meeting is adjourned to 6.00 p.m. on the day which is two
Business Days before the date of such adjourned Court Meeting
Significant Interest in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act) of such undertaking
SolGold or the Company SolGold Group plc
SolGold Board the board of directors of SolGold
SolGold Directors the directors of SolGold at the time of this Announcement or, where the
context so requires, the directors of SolGold from time to time
SolGold Group SolGold and its group undertakings from time to time
SolGold Share Plans each of SolGold's share plans, including (i) its Employee Share Option Plan
2023 ("ESOP") and Directors' Long-Term Incentive Plan ("LTIP")
SolGold Shareholders the holders of SolGold Shares
SolGold Shares the existing unconditionally allotted or issued and fully paid ordinary shares
of 1 penny each in the capital of SolGold and any further such ordinary shares
which are unconditionally allotted or issued before the Scheme becomes
Effective
Takeover Offer should the Acquisition be implemented by way of a takeover offer as defined in
Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on
behalf of JCHK to acquire the entire issued and to be issued ordinary share
capital of SolGold, other than SolGold Shares owned or controlled by the JCHK
Group or its subsidiary undertakings and, where the context admits, any
subsequent revision, variation, extension or renewal of such takeover offer
United Kingdom or UK the United Kingdom of Great Britain and Northern Ireland
United States or US the United States of America, its territories and possessions, any state of
the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof
US Exchange Act the United States Securities Exchange Act 1934
Wider JCHK Group JCHK and its subsidiary undertakings, associated undertakings and any other
undertaking in which JCHK and/or such undertakings (aggregating their
interests) have a Significant Interest
Wider SolGold Group SolGold and its subsidiary undertakings, associated undertakings and any other
undertaking in which SolGold and/or such undertakings (aggregating their
interests) have a Significant Interest
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking"
and "undertaking" have the respective meanings given thereto by the Companies
Act and "associated undertaking" has the meaning given thereto by paragraph 19
of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to
those regulations which shall be excluded for this purpose.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
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