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Offer Update

 

RNS Number : 9044V

 

CGNPC Uranium Resources Co., Ltd

 

20 January 2012

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

 

20 January 2012

 

RECOMMENDED CASH OFFER FOR Kalahari Minerals PLC ("Kalahari") BY TAURUS MINERAL LIMITED ("Taurus") (A COMPANY FORMED AT THE DIRECTION OF CGNPC URANIUM RESOURCES CO., LTD ("CGNPC-URC") AND THE CHINA-AFRICA DEVELOPMENT FUND ("CADFund"))

 

Offer update

 

On 8 December 2011 CGNPC-URC announced that the boards of Kalahari and CGNPC-URC had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Kalahari (the "Offer"), the full terms and conditions to which were set out in the offer document issued by Taurus on 5 January 2012 (the "Offer Document").

 

Level of Offer acceptances

 

As at 1:00 p.m. (London time) on 19 January 2012, Taurus had received valid acceptances from Kalahari Shareholders in respect of 74,811,264 Kalahari Shares representing approximately 29.4 per cent. of the existing issued share capital of Kalahari. These acceptances include acceptances received in respect of 9,518,813 Kalahari Shares, representing approximately 3.7 per cent. of the existing issued share capital of Kalahari, which were subject to irrevocable undertakings procured by Taurus from the Kalahari Directors.

 

As at 1:00 p.m. (London time) on 19 January 2012, Taurus held non-binding letters of intent to accept the Offer from Henderson Alternative Investment Advisor Limited and Henderson Global Investors Limited (together "Henderson"), for which acceptance had not yet been received, relating to 3,538,716 Kalahari Shares, representing approximately 1.4 per cent. of the existing issued share capital of Kalahari.

 

The terms of the Kalahari Directors' irrevocable and the non-binding letters of intent received from Henderson are set out in paragraph 3 of Appendix 5 to the Offer Document.

 

Deadline for receipt of Offer acceptances

 

The Offer, which remains subject to the terms set out in the Offer Document, will remain open for acceptances until 1.00 p.m. (London time) on 2 February 2012.

 

ASIC Relief and Extract Bid

 

On 8 December 2011, ASIC made declarations under section 655A(1)(b) of the Australian Corporations Act modifying the application of certain provisions of Chapter 6 of the Australian Corporations Act to Taurus, Miraculum, CADFund, CGNPC-URC and other named related bodies corporate of those entities ("ASIC Relief"). Under these declarations, Taurus may acquire a relevant interest in more than 20 per cent. of Extract Shares in connection with the acquisition of Kalahari Shares under the Offer without the acquisition resulting in a breach of section 606(1) of the Australian Corporations Act.

 

Under section 608(3) of the Australian Corporations Act, a person having a relevant interest in more than 20 per cent. of a company's voting shares also has a relevant interest in any securities held by that company or in which that company otherwise has a relevant interest.

 

Earlier today, Taurus filed a Form 603 notice with the ASX, confirming that, as Taurus had acquired a relevant interest in 78,349,980 Kalahari Shares representing 30.8 per cent. of Kalahari's existing issued share capital, Taurus also has a relevant interest in the 107,342,087 Extract Shares held by Kalahari (constituting 42.74 per cent. of the total number of Extract Shares on an undiluted basis).

 

Taurus' relevant interest in 78,349,980 Kalahari Shares comprised valid acceptances from Kalahari Shareholders in respect of 74,811,264 Kalahari Shares and a further 3,538,716 Kalahari Shares which are subject to non-binding letters of intent to accept the Offer.

 

Terms and expressions used in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Offer Document.

 

http://uk.advfn.com/news/UKREG/2012/article/50821046

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The Chinese have eft us over.

And so have the Laws governing Australian Companies Re T/Os.

 

 

I can not believe that the laws would allow for the goings on that have occurred.

 

6.2.4.3. Any capital raising to finance the development, will mean epangelo will have to be allocated shares so

they will not be diluted.

 

Martin Leslie & Crew need a pineapple shoved up their arse, I know I emailed them, and also stated on this forum

to issue Epangelo with shares, to get the Project going, and I was not the only person here that done or stated this

course of action, but no, the head honcho knows best ,does he not, he just sat on his arse with Rothchilds.

 

6.2.4.6. Epangelo not to hinder any deal done with Rio at Rossing.

And I still stand by my arguments that :ph34r: deal has been done with Rio.

 

10.1. Held ro ransom by the :ph34r:

Chinese & epangelo we EXT S/Hs left in the dark

The only thing that we can hope for is that some Whiteknight will come to the rescue, other than that, just hold till the last

minute.

 

Cheers.

 

Simmo.

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Simrose

 

They have raped us without us feeling it. I got slammed on the other forum for a racial comment (what I called them). I don't trust or like the Chinese and unfortunately they won't need to use arms against us they can defeat us by economical means. We are digging everything up selling it too them and they are refining it and selling it back. To many Aussie governments have been short sighted, reducing tariffs has cost us many industries. What a pack of fools we have been.

 

As for the EXT directors they will make a killing all they have to do is find the funds to exercise the free options and sell to the Chinese. Hindsight is great but we missed the boat when Peter Mac went, that looks like the top price. I always believed we would get $15 plus now we will be lucky to get over $9.

 

ASIC and the ASX are toothless Tigers and we are just small investors in the scheme of things.

 

Have a good weekend all

 

Ray

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rayk.

 

Watch SBS Television next wednesday at 9.30pm, the show is called the :ph34r: are coming, the first episode was last

wednesday night, you most likely can go on line and watch part one of this show.

 

There is going to be trouble the locals are cracking up in these countries because the :ph34r: are treating them like slaves

and paying them shit wages with no conditions, and sending everything they mine back to :ph34r: , dont get me

wrong I have worked with chinese Australians & they are good people, most of them have come here to live a

better life.

 

But what you will see in this documentry is mostly how the :ph34r: are ripping the African nations off.

 

Cheers.

 

Simmo.

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Not sure what to think about all this.

 

Looking at the list of "Associates of Taurus Mineral LTD" I can see that all the other entities (except Epangelo) are Chinese and I assume all are centrally coordinated by the Chinese government. Certainly APAC selling was a given. I remember when my friend and I were calculating how much Taurus could accumulate we immediately assumed APAC was a seller and built our estimates around that. If it's Chinese then the company takes its orders from Beijing, simple as that.

 

p.s. the central coordination by the Chinese govt of who-knows-how-many corporate entities around the world is something that I think will cause unease in American and European business communities, nothing to do with EXT, it will be a general concern but that is a discussion for another time.

 

Are they going to get over 50% of KAH shares under these non-binding agreements? What happens if they don't? Does it all just dissolve away if it stays at 30-something percent?

 

What about the shares of the directors? Theoretically they lost them if a 5% superior offer did not come along but I remember that KAH was supposed to give EXT $500K if a merger did not progress way back in 2007 but EXT management simply let them off the hook when KAH pulled out, no reason why the Chinese wouldn't do the same for their mate Mark.

 

Like I said at the beginning of this post, I don't know what to think. I still believe that others must be looking at this but I can't explain why they have not acted yet. I used to to think it was because they were waiting to see if a serious threat arose before feeling they had to make an offer.

 

I have held back criticising EXT management but the vacuum of information is really starting to upset me. I grew used to being informed but under Leslie I feel like management can't be bothered providing information. Why? Is it arrogance? Is it disinterest in shareholders? Is it that there is something really big being negotiated and it is better to say nothing until all is revealed? May be a bit of wishful thinking there with that last one.

 

No matter how I slice it and dice it, I still believe that in a free and fair marketplace fair value will be achieved but not until the last minute. The thing is I am not 100% sure that we do have a free and fair marketplace in this situation, I thought I was sure but am beginning to have doubts.

 

Whatever the twists and turns of this Chinese front company or that Chinese front company, the broad brush is that the Chinese and the Namibians have agreed how much of a cut the Namibians are going to get. Is this coziness the reason that others are not bothering to step in or (worse) have they been told by the Namibians to not bother trying? If it is the latter then the Namibians will have lost all credibility (does not help us though).

 

Ultimately I still think that "wait and see" is best at this time.

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Lordy.

 

Exactly my sentiments, as in my post earlier, wait till the last minute.

 

Thanks for the post mate, good to hear from a level headed person.

 

 

I can not believe that we have not heard from the brains yet on this forum, and there are a few of you people.

 

 

 

Cheers.

 

Simmo.

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The 74.8M of acceptances gained by Chinese would include about 33.5M from APAC. One may assume that APAC shares have definitely fallen into CGNPC hands. However, the future of remaining 41.3M of acceptances still hangs in air and depends on whether another party comes out with a competing bid before CGNPC makes their offer unconditional. I can imagine Epangelo signing an agreement with Chinese after initially siding with Russians and working with them for over 18 months would certainly make Russians very, very piÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’â€Å¡Ãƒƒâہ¡ÃƒÆ’‚¦off. Hence, I would not be surprised if Russians did decide to challenge CGNPC for Husab ownership. Now, if Russians were successful this could leave Epangelo in a lurch as mining license has already been awarded to EXT and Epangelo would have little to offer.

 

The Namibian government definitely seems to be split between pro-Russian and pro-Chinese interests with Katali appearing to be supporting the latter side. ItÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¾Ãƒâہ¡ÃƒÆ’‚¢s worth noting that Namibia and Russia were expected to discuss mineral exploration and development co-operation (which was to include Epangelo) during Namibia-Russia Intergovernmental Commission meeting scheduled for 29 November to 1 December 2011.

 

As some of you have already pointed out, what amazes me most is the naivety of Namibians politicians who think that by getting 10% stake in Chinese controlled Husab project they will be better off. The only sensible conclusion from this would be that they are either from another planet or have been promised big kick-backs ÃÆâ€â„¢ÃƒÆ’ƒâہ¡ÃƒÆ’‚¢ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â€š¬Ã…¡Ãƒâ€šÃ‚¬ÃƒÆ’…¡Ãƒâہ¡ÃƒÆ’‚¬ÃƒÆ’¢Ã¢Ã¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒâ€¦Ã‚¡ÃƒÆ’‚¬Ãƒâ€Â¦ÃƒÆ’¢Ã¢Ã¢â‚¬Å¡Ã‚¬Ãƒâ€¦Ã¢â‚¬Å“ with the rest of the population being screwed as always. Also if Chinese were to gain control of the Husab they would clearly demonstrate to rest of the world that they are the masters of Africa.

 

 

I'm disappointed but also continue to be optimist and hoping that another bid from another party will arrive.

 

 

 

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