TIDMBCN
RNS Number : 6574W
Bacanora Lithium PLC
23 December 2021
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
23 December 2021
RECOMMED CASH OFFER
FOR
BACANORA LITHIUM PLC
BY
GANFENG INTERNATIONAL TRADING (SHANGHAI) LIMITED
Cancellation of Admission
On 17 December 2021, Ganfeng International Trading (Shanghai)
Limited ("Ganfeng") announced that its recommended cash offer
("Offer") for the entire issued and to be issued ordinary share
capital of Bacanora Lithium plc ("Bacanora") had become
unconditional, following the satisfaction of the Mexican Antitrust
Clearance Condition and the satisfaction or waiver, where
application, of all other conditions to the Offer.
Ganfeng informed the Bacanora directors earlier today that it
has now received valid acceptances of the Offer representing in
excess of 75 per cent. of Bacanora's issued ordinary share capital
and Ganfeng's intention is to procure that Bacanora makes an
application to the London Stock Exchange for the cancellation of
the admission of Bacanora Shares to trading on AIM. In addition,
the Bacanora directors note Ganfeng's intention to re-register
Bacanora as a private limited company under the relevant provisions
of the Companies Act.
Accordingly, Bacanora has informed the London Stock Exchange
that it wishes to cancel the admission to trading of Bacanora
Shares on AIM (the "Cancellation"). The Cancellation is expected to
take effect at 7.00 am (London time) on 26 January 2022 (being 20
clear business days from the date of this announcement).
The Cancellation and the re-registration of Bacanora as a
private limited company would significantly reduce the liquidity
and marketability of any Bacanora Shares in respect of which the
Offer has not been accepted at that time, and Bacanora's reporting
and disclosure requirements will be significantly reduced. Any
remaining Bacanora Shareholders would become minority shareholders
in a majority controlled private limited company and may therefore
be unable to sell their Bacanora Shares. There can be no certainty
that Bacanora would pay any dividends or other distributions or
that such minority Bacanora Shareholders would again be offered an
opportunity to sell their Bacanora Shares on terms which are
equivalent to, or no less advantageous than, those under the
Offer.
The Bacanora directors therefore strongly recommend that
Bacanora Shareholders accept the Offer at this time.
The procedure for acceptance of the Offer is set out in the
Offer Document dated 15 September 2021. The Offer will remain open
for acceptance until further notice. Settlement of the
consideration to which any Bacanora Shareholder is entitled under
the Offer will be despatched to validly accepting Bacanora
Shareholders (i) in the case of acceptances received, valid and
complete in all respects, by 17 December 2021 (the Unconditional
Date), by 31 December 2021; or (ii) in the case of acceptances
received, valid and complete in all respects, after such date but
while the Offer remains open for acceptance, within 14 days of such
receipt.
If you are a Bacanora Shareholder and are in any doubt as to the
action you should take, you are recommended to seek your own
financial advice immediately from your stockbroker, bank manager,
solicitor, accountant, fund manager or other appropriate
independent financial adviser authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.
Capitalised terms used but not de ned in this announcement shall
have the meanings given to them in the Offer Document.
**S **
For further information please visit www.bacanoralithium.com or
contact:
Enquiries
Bacanora Lithium plc info@bacanoralithium.com
Peter Secker, CEO
Janet Blas, CFO
Peel Hunt (Financial Adviser to Bacanora) Tel: +44 (0)20 7418
8900
Ross Allister
Michael Nicholson
Oliver Jackson
Tavistock (PR Adviser to Bacanora) Tel: +44 (0)207 920
3150
Jos Simson
Nick Elwes
Oliver Lamb
Cairn Financial Advisers LLP (Nominated Tel: +44 (0)20 7213
Adviser to Bacanora) 0880
Sandy Jamieson
Liam Murray
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Bacanora and for no-one else in connection with the matters
referred to in this announcement and will not be responsible to any
person other than Bacanora for providing the protections afforded
to clients of Peel Hunt, nor for providing advice in relation to
the matters referred to herein. Neither Peel Hunt nor any of its
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 the matters referred to in this
announcement, or otherwise.
Gowling WLG (UK) LLP is retained as legal adviser to
Bacanora.
Important information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer or
invitation to sell or purchase any securities, or the solicitation
of any offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to the Offer or
otherwise nor shall there be any sale, issuance or transfer of
securities of Bacanora in any jurisdiction in contravention of
applicable law. The Offer is being effected solely through the
Offer Document which contains the full terms and conditions of the
Offer. Any vote, decision in respect of, or other response to, the
Offer should be made only on the basis of the information contained
in the Offer Document. Each Bacanora Shareholder is urged to
consult its independent professional adviser immediately regarding
the tax consequences of the Offer applicable to them.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and/or regulation and therefore any persons who are subject to
the laws and regulations of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom to accept the
Offer may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Offer disclaim any responsibility or liability for the
violation of such restrictions by any person.
The availability of the Offer to persons who are not resident in
the United Kingdom may be restricted by the laws and/or regulations
of the relevant jurisdictions in which they are located. The Offer
has not been and will not be made available, directly or
indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction. Any persons who are subject
to the laws and regulations of any jurisdiction other than the
United Kingdom should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. Further details in relation
to Overseas Shareholders are contained in the Offer Document.
This announcement has been prepared pursuant to and for the
purpose of complying with the laws of England and Wales, the AIM
Rules, the Code and the Rules of the London Stock Exchange and the
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 and/or regulations of jurisdictions outside of
England and Wales.
The Offer has not been and will not be made, directly or
indirectly, in or into or by use of the mails or any other means or
instrumentality (including, without limitation, telephonic or
electronic) of interstate or foreign commerce of, or any facility
of a national, state or other securities exchange of, a Restricted
Jurisdiction, and the Offer is not capable of acceptance by any
such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Copies of this announcement and any formal
documentation relating to the Offer are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the
laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related
purported acceptance of the Offer.
In accordance with normal UK practice, Ganfeng or its nominees,
or its brokers (acting as agents), may from time to time make
certain purchases of, or arrangements to purchase, Bacanora Shares,
other than pursuant to the Offer until the date on which the Offer
becomes Effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any information
about such purchases will be disclosed as required in the UK, will
be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at
www.londonstockexchange.com.
The Offer relates to securities in a non-US company which is
registered in England and Wales which is admitted to trading on the
AIM market of the London Stock Exchange, and is subject to the
disclosure requirements, rules and practices applicable to such
companies, which differ from those of the United States in certain
material respects. This document has been prepared in accordance
with UK style and practice for the purpose of complying with the
laws of England and Wales. The Offer is being made in the United
States pursuant to Section 14(e) of, and Regulation 14E under, the
US Securities Exchange Act of 1934, as amended, subject to the
exemptions provided by Rule 14d-1 thereunder, and otherwise in
accordance with the requirements of the Code. Accordingly, the
Offer is subject to disclosure and other procedural requirements
that are different from those applicable under US domestic tender
offer procedures. US Bacanora Shareholders should note that
Bacanora is not listed on a US securities exchange, subject to the
periodic reporting requirements of the US Securities Exchange Act
of 1934, as amended, or required to, and does not, file any reports
with the US Securities and Exchange Commission thereunder.
It may be difficult for US Bacanora Shareholders to enforce
certain rights and claims arising in connection with the Offer
under US federal securities laws since Bacanora is located outside
the United States and its officers and directors reside outside the
United States. It may not be possible to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment. You should be aware that Ganfeng may purchase securities
otherwise than under the Offer, such as in open market or privately
negotiated purchases.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments.
Time
All times shown in this announcement are to the local time in
London, United Kingdom, unless otherwise stated.
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END
MSCLXLFLFLLBFBV
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December 23, 2021 07:09 ET (12:09 GMT)
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