RE: Other Major Shareholders26 Aug 2021 00:59
relevant extracts in full…
It is intended that the Offer shall be effected by means of a takeover offer within the meaning of the Companies Act for the entire issued and to be issued ordinary share capital of Bacanora that Ganfeng does not already hold. However, Ganfeng reserves the right to elect, with the consent of the Panel (where necessary) to implement the Offer by way of a Court-sanctioned scheme of arrangement in accordance with Part 26 of the Companies Act.
If Ganfeng receives acceptances under the Offer in respect of, and/or otherwise acquires, both 90 per cent. or more in value of the Bacanora Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by those shares, and assuming that all of the other Conditions of the Offer have been satisfied or waived (if capable of being waived), Ganfeng intends to exercise its rights in accordance with sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Bacanora Shares on the same terms as the Offer.
Following the Offer becoming or being declared unconditional, if Ganfeng receives acceptances under the Offer in respect of, and/or otherwise acquires 75 per cent. or more of the voting rights carried by the Bacanora Shares (including the Bacanora Shares it already owns), Ganfeng intends to procure that Bacanora will make applications to cancel the admission of the Bacanora Shares to trading on AIM and, subject always to the earlier of (a) completion of the Reduction and the approval and settlement of the Zinnwald Distribution or (b) 31 December 2021, to re-register Bacanora as a private company under the relevant provisions of the Companies Act.
If such application for cancellation of the admission of the Bacanora Shares to trading on AIM is made, it is expected that such cancellation will take place no earlier than 20 Business Days after the date on which Ganfeng has, by virtue of its shareholding and acceptances of the Offer, acquired, or agreed to acquire, 75 per cent. of the voting rights attaching to the Bacanora Shares. Ganfeng will procure that Bacanora makes a regulatory announcement when the necessary 75 per cent. threshold has been reached confirming that the notice period has commenced and the anticipated date of cancellation.
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