RE: Why above 33p?4 Dec 2024 08:38
Appendix 1 - Details of the Irrevocable Undertaking
Metals Exploration has received the Irrevocable Undertaking from Galloway in respect of Galloway's entire existing holding of 50,512,597 Condor Shares, representing approximately 24.7 per cent. of Condor's existing issued ordinary share capital, to vote in favour of or accept a firm offer for Condor announced under Rule 2.7 of the Code by Metals Exploration. In addition, the Irrevocable Undertaking provides that Galloway shall vote against any resolution to approve any transaction or other corporate action which is proposed in competition with, or which might reasonably be expected to otherwise frustrate, impede or delay, the Possible Offer.
The Irrevocable Undertaking also applies to any holdings in Condor Shares otherwise acquired in the period from the date of the Irrevocable Undertaking, being 28 November 2024, until it lapses. Galloway also holds 892,857 warrants over Condor Shares, representing approximately a further 0.4 per cent of Condor's existing issued ordinary share capital.
Galloway is beneficially owned by Mr Jim Mellon, Non-Executive Chair of Condor.
The irrevocable undertaking shall lapse if: (a) Metals Exploration has not released a firm offer announcement under Rule 2.7 of the Code for Condor by 5.00 p.m. on 4 December 2024, (or such later date agreed between the Company and Condor) or (b) if, having made such an announcement, Metals Exploration announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement firm offer for Condor is announced by it under Rule 2.7 of the Code at the same time; (c) if a scheme document is not published within 28 days of any firm offer announcement by the Company (or such longer period as the Panel may agree); (d) the offer lapses or is withdrawn in accordance with its terms; or (e) if a competing offer becomes unconditional or, if proceeding by way of a scheme of arrangement, becomes effective in accordance with its terms.