Altyngold Regulatory News (ALTN)

7 Dec 2012 11:22

Hambledon Mining plc notes the RNS Reach announcement with number 0214T made by African Resources Limited at 10.35a.m. this morning, 7 December 2012. The full text of that announcement is reproduced below:

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

7 December 2012

Recommended Cash Only Partial Offer

By

African Resources Limited ("African Resources")

for up to 60 per cent.

of

Hambledon Mining PLC ("Hambledon")

(when aggregated with the Hambledon Shares already held by African Resources and by persons acting in concert with African Resources)

Partial Offer Declared Wholly Unconditional

1. Introduction

On 2 November 2012, African Resources and the Independent Directors of Hambledon announced that they had reached agreement on the terms of a unanimously recommended cash only partial offer pursuant to which African Resources would offer to acquire up to 60 per cent. of the existing and to be issued shares of Hambledon (when aggregated with the Hambledon Shares already held by African Resources and by persons acting in concert with African Resources) (the "Partial Offer").

The full terms and conditions of the Partial Offer and the procedures for voting "FOR" and accepting the Partial Offer were set out in the partial offer document dated 2 November 2012 (the "Partial Offer Document"). Defined terms used but not defined in this announcement have the meanings set out in the Partial Offer Document.

On 23 November 2012, African Resources announced that the Partial Offer was unconditional as to acceptances and voting and on 30 November 2012 African Resources announced that the Partial Offer was closed for further acceptances.

2. Partial Offer declared wholly unconditional

African Resources announces that all of the Conditions to the Partial Offer have now been satisfied or waived and, accordingly, the Partial Offer is declared unconditional in all respects.

3. Level of acceptances

As announced by African Resources on 30 November 2012, as at 1.00 p.m. (London time) on 30 November 2012, being the Acceptance Closing Date, African Resources had received valid acceptances in respect of a total of 498,254,976 Hambledon Shares, representing approximately 50.856 per cent. of the issued share capital of Hambledon and approximately 55.903 per cent. of the Hambledon Shares under offer, which African Resources may count towards satisfaction of the Acceptance Condition. These acceptances, when aggregated with the Hambledon Shares already held by African Resources and by persons acting in concert with African Resources, represent 59.884 per cent. of the issued share capital of Hambledon. These acceptances include those received in respect of 24,250 Hambledon Shares (representing approximately 0.002 per cent. of the existing Hambledon Shares) which were subject to an irrevocable undertaking given by George Eccles, Hambledon's Chairman.

4. Scale down

As the valid acceptances received from Hambledon Shareholders will not result in African Resources and persons acting in concert with African Resources holding more than 60 per cent. of the issued share capital of Hambledon, all valid acceptances received by 1.00 p.m. (London time) on 30 November 2012 have been accepted in full without any scale down.

5. Settlement of consideration

Settlement of consideration to which any accepting Hambledon Shareholder is entitled under the Partial Offer will be despatched within 14 days of this announcement.

6. Interests in relevant securities

Save for the interests set out below, as at close of business on 6 December 2012, being the latest practicable date prior to publication of this announcement, neither African Resources nor the sole director of African Resources nor (so far as African Resources is aware) any person acting in concert with African Resources (a) is interested in, or has any rights to subscribe for, any relevant securities of Hambledon or securities convertible or exchangeable into Hambledon Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Hambledon, or (c) has borrowed or lent relevant securities of Hambledon (save for any borrowed Hambledon Shares which have either been on-lent or sold).

As at 6 December 2012, being the latest practicable date prior to publication of this announcement, the following interests were disclosable by African Resources or persons acting in concert with it:

7. Enquiries:

This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Partial Offer or otherwise. The Partial Offer has been made solely by means of the Partial Offer Document and the BLUE Form of Acceptance and PINK Voting Form accompanying the Partial Offer Document, which contain the full terms and Conditions of the Partial Offer.

SP Angel, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Hambledon and for no-one else in connection with the Partial Offer and will not be responsible to anyone other than Hambledon for providing the protections afforded to clients of SP Angel nor for providing advice in relation to the Partial Offer.

Overseas Shareholders

The Partial Offer is not being made and will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of the United States, Canada, Australia, Japan or any other Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and any other Partial Offer Documentation are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and any other Partial Offer Documentation (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Partial Offer. Any purported acceptance of the Partial Offer resulting directly or indirectly from a violation of these restrictions will be invalid and acceptances of the Partial Offer made by a person in a Restricted Jurisdiction or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within a Restricted Jurisdiction will be disregarded.

The availability of the Partial Offer to Hambledon Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Such persons should read paragraph 9 of Part B of Appendix I to the Partial Offer Document and inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.

This communication is not an extension of the Partial Offer into the United States.

Publication on website

A copy of this announcement will be available free of charge on Hambledon's website at www.hambledon-mining.com by no later than 12 noon (London time) on 10 December 2012, subject to certain restrictions relating to persons resident in Restricted Jurisdictions.

Copyright Business Wire 2012