28 Mar 2014 16:31
28 March 2013
This announcement is not an announcement of a firm indication to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that an offer will be made, nor as to the terms on which any offer will be made.
Bellzone Mining plc
("Bellzone" or "the Company")
Further Re: Response to Share Price Movement
Further to the announcement released this morning, Bellzone confirms that in accordance with Rule 2.6(a) of the Code, China Sonangol International Singapore Pte. Ltd. ("CS") is required, by not later than 5.00 p.m. on 25 April 2014, to either announce a firm intention to make an offer for Bellzone in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
The discussions with CS are in relation to an equity investment which would result in CS acquiring 30% or more of the voting rights of Bellzone. Any equity investment by CS and consequently any Rule 9 offer that might be made by CS following an equity investment is likely to be at a discount to yesterday's closing price of 3.02p.
This announcement has been made without the consent of CS.
A copy of this announcement will be available at www.bellzone.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Enquiries:
Investec Securities
Nominated Advisor and Broker
Chris Sim / Jeremy Wrathall / Jeremy Ellis +44 (0) 20 7597 5970
Bell Pottinger
Financial Public and Investor Relations
Daniel Thöle +44 (0) 20 7861 3232
Notes:
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers (the "Code"), Bellzone announces that, as at the close of business on 27 March 2014, its total issued share capital consisted of 742,324,485 ordinary shares of no par value, of which the Company holds 11,005,130 shares in treasury. Therefore the number of ordinary shares with voting rights is 731,319,355. The International Securities Identification Number for Bellzone ordinary shares is JE00B3N0SJ29.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.