17 Jun 2009 07:00
Avocet Mining PLC
RECOMMENDED ALL SHARE OFFER FOR WEGA MINING ASA
OFFER DECLARED WHOLLY UNCONDITIONAL
INATA PROJECT UPDATE
On 19 May 2009, Avocet Mining PLC (AIM: AVM) ('Avocet' or the 'Company') announced a recommended all share offer for all of the shares of Wega Mining ASA ('Wega Mining') not already owned by Avocet (the 'Offer').
On 2 June 2009 Avocet announced that the minimum acceptance condition of the Offer had been satisfied and that the material adverse change condition to the Offer had been waived. Avocet also announced that the Offer Period would be extended and that the Offer would remain open for Acceptance until 17:30 (Norwegian time) on 16 June 2009.
Avocet is pleased to declare that the Offer is now unconditional in all respects.
Indicated Level of Acceptances
As of 17:30 (Norwegian time) on 16 June 2009, when the Offer Period expired, valid Acceptances had been received in respect of 314,812,213 Wega Mining Shares, representing approximately 80.68 per cent of Wega Mining's issued share capital. In addition, Avocet holds 61,409,091 Wega Mining Shares, representing approximately 15.74 per cent of Wega Mining's issued share capital. Accordingly, Avocet now holds or has received valid Acceptances in respect of 376,221,304 Wega Mining Shares representing approximately 96.42 per cent of Wega Mining's issued share capital. The Offer is no longer open to Acceptances. Avocet expects to confirm the final number of valid Acceptances following receipt of data from the Norwegian VPS share registry system on or about 23 June 2009.
Settlement
In accordance with the timetable described in the Offer Document, settlement of the Offer and admission of the new Ordinary Shares to trading on the AIM Market of the London Stock Exchange is expected to occur on or about 24 June 2009.
Intended Compulsory Acquisition
Following completion of the settlement of the Offer, Avocet intends to effect a compulsory acquisition for cash consideration of all the shares in Wega Mining not owned by Avocet.
Intended de-listing of Wega Mining from Oslo Axess
Following completion of the settlement of the Offer, Avocet intends to propose to the general meeting of Wega Mining that an application be made to Oslo Børs to de-list the Wega Mining Shares from Oslo Axess. Oslo Børs may also on its own initiative resolve to de-list the Wega Mining Shares, should Wega Mining no longer fulfil the requirements for listing.
Inata Project Update
As announced upon the launch of the Offer, an interim management plan has been put in place at the Inata Project to help ensure its construction to required international standards and to achieve a successful and timely commissioning and ramp up to full gold production. These arrangements have included the involvement of Avocet representatives to supplement the existing Wega Mining team during the Offer Period.
Since the beginning of Avocet's involvement on site around the middle of May, it has become increasingly clear that the engineering firm with oversight for the management of construction was not performing under the terms of its contract. As a consequence, the Wega subsidiary developing the Inata Project has terminated the contract between it and the engineering firm. An experienced construction firm known to Avocet from the construction of the Penjom mine in Malaysia has been mobilised to site in order to ensure the Inata Project is completed as expeditiously as possible and to the required quality of construction, as Avocet would expect from all its operating mines. As anticipated following initial reports from Avocet's on site construction manager and as announced on 2 June 2009, first gold production may be delayed beyond the Company's original estimate of Q3 2009. Although it is not expected that any such delay will have a material effect on the total estimated costs for the Inata Project construction, this will remain under review by the new construction management team.
Defined terms used in this announcement have the same meaning as those defined in the Offer Document posted to Wega Mining Shareholders on 19 May 2009 and the announcement made by Avocet on 2 June 2009.
| For further information please contact: | ||||
| Avocet Mining PLC | Buchanan Communications | Ambrian Partners Limited | J.P. Morgan Cazenove | First Securities |
| Financial PR Consultants | Financial Adviser, NOMAD and Joint Broker | Lead Broker and Joint Financial Adviser | Norwegian Financial Adviser | |
| Jonathan Henry, CEO | Bobby Morse | Richard Brown | Michael Wentworth-Stanley | Geir Lie |
| Mike Norris, Finance Director | Ben Willey | Richard Greenfield | Sam Critchlow | Stein Hansen |
| Katharine Sutton | Andrew Craig | Eirik Lilledahl | ||
| +44 (0) 20 7907 9000 | +44 (0) 20 7466 5000 | +44 (0) 20 7634 4700 | +44 (0) 20 7588 2828 | +47 2323 8000 |
| www.avocet.co.uk | www.buchanan.uk.com | www.ambrian.com | www.jpmorgancazenove.com | www.first.no |
Notes to Editors
On 14 April 2009, Avocet and Wega Mining jointly announced that they had entered into a legally binding transaction agreement pursuant to which Avocet intended to make a pre-conditional, recommended share for share public exchange offer for the entire issued share capital of Wega Mining. In order to provide interim funding for the continued development of Wega Mining's flagship Inata Project in Burkina Faso, Avocet subscribed on 14 April 2009 for 61,409,091 Wega Mining Shares for consideration of approximately US$5 million and on 7 May 2009 Avocet provided further interim funding by the provision of a US$25 million convertible loan.
About Avocet
Avocet is a mining company listed on the AIM market of the London Stock Exchange (Ticker: AVM). The Company's principal activities are gold mining and exploration in Malaysia (as 100 per cent owner of the Penjom mine, the country's largest gold producer), and Indonesia (as 80 per cent owner of the North Lanut gold mine and Bakan project in North Sulawesi). The Company has a number of other advanced mining and exploration projects in South East Asia.
About Wega Mining
Wega Mining is an Oslo based international mining company focused on exploring, developing and operating gold deposits. The company currently operates in Guinea, Burkina Faso, and Mali. Wega Mining trades on Oslo Axess (Ticker: WEMI).
Wega Mining's main asset is the Inata Project in northern Burkina Faso, West Africa, of which Wega Mining became the owner as a result of the acquisition of Goldbelt Resources in 2007. The Inata Project is currently under construction, with first gold production expected in late 2009, and full steady state production in FY2011. Inata is expected to produce greater than 120,000 ounces of gold per annum over an initial 7 year mine life. Wega Mining's other assets include 27 exploration licences in Burkina Faso, Guinea and Mali, the Koulekoun gold exploration project in Guinea, a 58.1 per cent interest in TSX Venture Exchange listed Merit Mining Corp and a 35.6 per cent interest in base metals company, Metallica Mining AS.
Importance Notice
This announcement does not constitute an offer for sale or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, shares in Avocet or Wega Mining in any jurisdiction where such an offer or solicitation is unlawful. Overseas Shareholders and any person (including, without limitation, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.
No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been so authorised. The delivery of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of Avocet or Wega Mining since the date of this announcement or that the information is correct as of any subsequent time. This announcement contains forward-looking statements, which are based on Avocet's and Wega Mining's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. These forward-looking statements are subject to risk factors which are described in the Offer Document.
Offer Restrictions
The presentation of the Offer to the Wega Mining Shareholders resident in countries other than Norway may be affected by the laws of other relevant jurisdictions and shall not be deemed to be an offer in any jurisdiction in which it is unlawful to make such offer under the laws of any relevant jurisdiction or any governmental approval is required or any additional documents must be issued, including but not limited to the United States, Canada, Australia, Japan or the Cayman Islands (the "Restricted Jurisdictions").
The Offer is not being made and will not be made, directly or indirectly, in or into the Restricted Jurisdictions. This announcement, the Offer Document, and any and all materials related thereto, should not be sent or otherwise distributed in or into the Restricted Jurisdictions, whether by use of mail or by any means or instrumentality of the Restricted Jurisdictions' commerce (including, but without limitation, the mail, facsimile transmission, telex, telephone and the Internet) or any facility of a Restricted Jurisdiction national securities exchange, and the Offer cannot be accepted by any such use, means or instrumentality, in or from within the Restricted Jurisdictions. Accordingly, copies of this Offer Document and any related materials are not being, and must not be, sent or otherwise distributed in or into or from the Restricted Jurisdictions or, in their capacities as such, to custodians, trustees or nominees holding shares of the Company for Restricted Jurisdictions persons, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the Restricted Jurisdictions. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be invalid. No shares of the Company are being solicited from a resident of the Restricted Jurisdictions and, if sent in response by a resident of the Restricted Jurisdictions, will not be accepted.
In the United Kingdom, the Offer Document is being distributed only to, and the Offer is directed only at, persons who are both qualified investors within the meaning of section 86(1)(a) of the Financial Services and Markets Act 2000 and have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which the document relates is available only to, and will be engaged in only with, relevant persons.
Ambrian Partners Limited (which is regulated in the UK by the Financial Services Authority) is acting exclusively for Avocet Mining as financial adviser, nominated adviser and broker and no one else (including the recipients of this announcement) in connection with the arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Ambrian Partners Limited or for advising any other person in connection with the arrangements described in this announcement. Ambrian Partners Limited makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this announcement and accepts no responsibility for, nor does it authorise, the contents of, or the issue of this announcement, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Company or any or the other arrangements described in this announcement and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this announcement or any other statement.
J.P. Morgan Cazenove Limited ("J.P. Morgan Cazenove") (which is regulated in the UK by the Financial Services Authority) is acting exclusively for Avocet Mining as financial adviser and broker and no one else (including the recipients of this announcement) in connection with the arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of J.P. Morgan Cazenove or for advising any other person in connection with the arrangements described in this announcement. J.P. Morgan Cazenove makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this announcement and accepts no responsibility for, nor does it authorise, the contents of, or the issue of this announcement, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Company or any or the other arrangements described in this announcement and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this announcement or any other statement.
First Securities (which is regulated in Norway by the Kredittilsynet) is acting exclusively for Avocet and no one else (including the recipients of this announcement) in connection with the arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of First Securities or for advising any other person in connection with the arrangements described in this announcement. First Securities makes no representation, express or implied, with respect to the accuracy or completeness of any information contained in this announcement and accepts no responsibility for, nor does it authorise, the contents of, or the issue of this announcement, or any other statement made or purported to be made by the Company, or on its behalf, in connection with the Company or any or the other arrangements described in this announcement and accordingly disclaims all and any liability whatsoever whether arising out of tort, contract or otherwise which it might otherwise have in respect of this announcement or any other statement.