25 Apr 2014 16:30
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO OR FROM ANY RESTRICTED JURISDICTION OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS.
Statement regarding Bellzone Mining plc ("Bellzone")
On 28 March 2014, Bellzone announced that it was in discussions with one of its major shareholders, China Sonangol International (S) Pte. Ltd. ("CS"), with regard to securing additional equity capital which may or may not lead to an offer being made for Bellzone. CS confirmed these discussions in an announcement on 31 March 2014.
In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), CS is required, by no 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 for Bellzone, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies.
The discussions between CS and Bellzone in relation to the potential equity investment have continued since the announcements made in late March, but have not progressed to the point where the equity investment can be made, a potential outcome of which could be that an offer would need to be announced. Accordingly, CS confirms that it does not currently intend to make an offer for Bellzone.
As a result of this announcement CS will, together with any party acting in concert with CS, except with the consent of the Takeover Panel, be bound by the restrictions contained in Rule 2.8 of the Code.
Bellzone and CS remain in active discussions in relation to a potential equity investment. In the event that the discussions progress to the point where the parties reach agreement on the terms of any equity investment, one outcome of that investment may be that an offer for Bellzone is required to be announced by CS. In that scenario, CS would expect to seek agreement from the Board of Bellzone, in accordance with Note 2 on Rule 2.8 of the Code, to allow CS to announce such an offer for Bellzone.
For the purposes of Rule 2.8 of the Code, CS reserves the right to make or participate in an offer for Bellzone (including taking any action which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of this announcement in the circumstances set out in Note 2 on Rule 2.8 of the Code.
Enquiries:
China Sonangol International (S) Pte. Ltd.
Tung Kum Hon, Director - +65 6808 1862
KPMG LLP
Christian Mayo / Helen Roxburgh - 0113 231 3000
KPMG LLP, which is authorised and regulated in the United Kingdom by the FCA for investment business activities, is acting exclusively as financial adviser to CS and no one else in connection with the matters referred to in this announcement, and will not be responsible to anyone other than CS for providing the protections afforded to clients of KPMG LLP or for providing advice in relation to the matters referred to in this announcement. Neither KPMG LLP nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of KPMG LLP in connection with any matters referred to in this announcement or otherwise.