28th Nov 2016 07:00
Metal Tiger Plc
("Metal Tiger" or the "Company")
Rejection of Indicative Offer
The Company announced on 25 November 2016 that it had received an indicative offer of 0.231 BMR Group plc (“BMR” or “the Potential Offeror”) shares for every 1 share in Metal Tiger share from BMR (“the Indicative Offer”).
The Company would now like to announce that its independent directors, Terry Grammer and Jordan Luckett (together “the Independent Directors”), have notified BMR that they will not be recommending the Indicative Offer to Metal Tiger shareholders on the basis that it fundamentally undervalues the Company.
The Independent Directors refer to the announcement made on 14 November 2016 in respect of its Joint Venture project with MOD Resources in the Kalahari Copper Belt in Botswana (70% MOD Resources / 30% Metal Tiger) in which Metal Tiger stated that MOD Resources (ASX:MOD) expects to announce the results of the scoping study for a potential open pit mining operation at T3 to be completed and announced during November 2016.
The Independent Directors recognise that there are synergies between the Companies that could benefit Metal Tiger and its shareholders and, in the event that a significantly improved indicative offer is received from BMR, they confirm that they are willing to enter into negotiations with BMR after the results of the scoping study have been announced.
The Independent Directors note that in accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Takeover Code"), BMR must, by not later than 5.00 p.m. on 23 December 2016 (the "relevant deadline"), either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Takeover 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 Takeover Code applies.
The Independent Directors have received financial advice from SPARK Advisory Partners Limited (“SPARK”) on the terms of the Indicative Offer. In providing this advice, SPARK has taken into account the commercial assessment of the Independent Directors.
This statement is being made by Metal Tiger without the prior agreement or approval of BMR. Shareholders should be aware that there can be no certainty that an offer will be made.
A further announcement will be made as and when appropriate.
For further information on the Company, visit: www.metaltigerplc.com:
| Terry Grammer (Non-Executive Chairman) | Tel: +44 (0)207 099 0738 | |||
| Sean Wyndham-Quin
Neil Baldwin | Spark Advisory Partners Limited (Financial Adviser and Nominated Adviser) | Tel: +44 (0)2033 683 555
www.sparkadvisorypartners.com | ||
| Nick Emerson
Andy Thacker | SI Capital
(Joint Broker) | Tel: +44 (0) 1483 413 500 | ||
| Andrew Monk
Andrew Raca | VSA Capital Limited
(Joint Broker) | Tel +44 (0) 20 3005 5000 |
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.
SPARK Advisory Partners Limited which is regulated in the United Kingdom by The Financial Conduct Authority is acting for the Company in relation to the matters described in this announcement and is not advising any other person, and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of SPARK Advisory Partners Limited or for providing advice in relation to the matters described in this announcement.
The directors of Metal Tiger accept responsibility for the information contained in this announcement. To the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
Disclosure requirements of the Takeover 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 securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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.
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