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Press release from Marketwire

Centamin PLC: RECOMMENDED TAKEOVER OFFER FOR AMPELLA MINING

Tuesday, December 10, 2013

Centamin PLC: RECOMMENDED TAKEOVER OFFER FOR AMPELLA MINING

02:09 EST Tuesday, December 10, 2013

PERTH, AUSTRALIA--(Marketwired - December 09, 2013) - Centamin PLC (LSE: CEY) (TSX: CEE)

TSX:CEEFor immediate release 10 December 2013 Joint Announcement RECOMMENDED TAKEOVER OFFER FOR AMPELLA MINING BY CENTAMINAmpella Mining Limited (ASX: AMX) ("Ampella") and Centamin Plc (LSE /TSX: CEY) ("Centamin") jointly announce that Ampella has entered into abinding Takeover Bid Implementation Deed ("TBID") with Centamin,pursuant to which Centamin (or a wholly owned subsidiary) has agreed tomake an off-market takeover for all of the issued, and to be issued,shares of Ampella (the "Offer"). Under the Offer, Ampella shareholderswill receive one (1) new Centamin share for every five (5) Ampellashares held.Based on Centamin's closing share price of 44.31 pence on the LSE on 09December 2013 and an exchange rate of GBP1 = AUD1.81, the offer valuesAmpella at A$40.9 million or A$0.160 per share; representing a 113%premium to Ampella's last closing price of A$0.075 and a 77% premium tothe 20 day volume weighted average price on the ASX, both as at 06December 2013, being the last trading day prior to Ampella's tradinghalt on the ASX on Monday 09 December 2013.The acquisition of Ampella will add significant gold assets toCentamin's development portfolio, with c.2,200km2 of exploration groundin Burkina Faso, including the Batie West gold project which hosts the3.25 million ounce Konkera Resource and c.1,200km2 of explorationground across the border from Batie West in Cote d'Ivoire. Centaminintends to progress a substantial exploration programme at Batie West,aimed at developing the potential for further significant resourcegrowth and realising the project's full value, ultimately throughdevelopment of a sizeable producing operation.Ampella Board RecommendationThe Offer is unanimously recommended by the Ampella Board of Directors,who have confirmed they intendto accept the Offer in respect of allshares they control, in each case in the absence of a superior proposal(1). This recommendation is on the basis that:- the Offer is the most value enhancing alternative available toAmpella shareholders at the current time;- the Offer allows Ampella shareholders to become part of asignificant gold production company listed on both the London andToronto Stock Exchanges, with expected production from Centamin'slong-life Sukari Gold Mine of over 320,000 ounces in 2013, growing to450-500,000 ounces per annum from 2015 onwards;- Centamin's significant cash resources and expected future cashflows from Sukari will provide a high level of funding certainty in thecurrent challenging market environment. Together with Centamin's provenexperience of exploration and project delivery, this will ensurecontinued development of Ampella's Batie West exploration project inBurkina Faso and progression of its early stage exploration licences inCote d'Ivoire;- the enlarged group will offer a diverse portfolio of assets inEgypt, Burkina Faso, Cote d'Ivoire and Ethiopia, with a combinedestimated resource of 18.7 million ounces of gold (of which 15.1million ounces is Measured and Indicated).Ampella's largest shareholder, Taurus Funds Management Pty Ltd (18.88%)has entered into a Pre-Bid Acceptance Agreement with Centamin to acceptthe Offer, subject only to no competing offer being recommended by theAmpella Board between the date of the TBID and 5 business daysfollowing publication of Ampella's "Target Statement", which isintended to be released concurrently with Centamin's "Bidder'sStatement" to Ampella shareholders.Peter Mansell, Chairman of Ampella said:"After careful consideration, theboard of Ampella is pleased torecommend this transaction to shareholders. By accepting the offer,Ampella shareholders will not only receive a substantial premium tomarket prices, but also gain the benefits of being part of a larger,profitable gold producer, while retaining some exposure to theexploration potential that the Batie West project offers.The board believes that Centamin is the ideal party to continueexploration at Batie West, given its larger balance sheet and abilityto deploy operating cash flows to fund exploration and developmentactivities, at a time when funding for junior gold companies isextremely challenging.For these reasons, we are unanimously of the view that the deal makessense for our shareholders."Josef El-Raghy, Chairman of Centamin said:"This acquisition provides asignificant expansion of Centamin'sexploration drive and also a first entry into a highly prospectiveregion of Burkina Faso, which in recent years has proven to be a stableand attractive destination for mining investment.Ampella has made significant progress at its Batie West gold project inBurkina Faso, with an exploration programme that has delivered a highquality and well defined resource at the Konkera Prospect. It is ourbelief that Ampella's extensive licence holding over a highlyprospective and underexplored +100km trend of gold mineralization,offers outstanding potential for further significant growth of theresource base. We look forward to working with Ampella's highlyexperienced management and technical team to further progressexploration at the Batie West project and ultimately build further onCentamin's production growth."Offer Conditions and TimetableThe Offer is subject to a number of conditions, as set out in the TBIDincluding:- a 90% minimum acceptance condition;- Ampella retaining a minimum cash balance of A$10 million up to 31January 2014;- no prescribed occurrence (as defined in the TBID) occurring inrelation to Ampella;- no material adverse change (as defined in the TBID) occurring inrespect of Ampella or its assets;- no breach of warranty by Ampella; and- other customary conditions as set out in the TBID, including noregulatory intervention which restrains or prohibits the Offer.Ampella has agreed to customary deal protection provisions includingthe payment of a break fee of A$422,155 in agreed circumstances andnon-solicitation and notification rights. The TBID also providesCentamin with a right to match any superior offer that may emerge. IfCentamin chooses not to match, then Ampella's Board may, in accordancewith its fiduciary duties, recommend that alternative offer toshareholders, subject to first paying the agreed break fee toCentamin. Full details of the relevant provisions are contained in theTBID, a copy of which Ampella will release separately to the ASX.Detailed information in relation to the Offer will be set out in aBidder's Statement, which shall be lodged with the AustralianSecurities & Investments Commission and sent to Ampella Shareholders,as soon as practicable.About AmpellaAmpella is an Australian listed company with significant gold assets inBurkina Faso, West Africa: one of the world's most prospective goldproducing regions. Ampella has been listed on the Australian SecuritiesExchange since 2007.The primary focus of the company is the development of the Batie Westgold project, which contains the Konkera Resource. The current resourcecontains 3.25 million ounces of gold @ 0.5 g/t cut-off, independentlyverified by Ravensgate to JORC compliant standards(2). This representsBurkina's largest single undeveloped gold resource at a 1 g/t goldcut-off.Ampella is receiving corporate and financial advice from MacquarieCapital (Australia) Limited and legal advice from Herbert SmithFreehills.About CentaminCentamin is a mining company that has been actively exploring in Egyptsince 1995. The company's principal asset is its interest in the largescale, low cost Sukari Gold Mine, located in the Eastern Desert ofEgypt. Sukari produced 150,000 ounces of gold in its maiden year ofproduction in 2010, consistently expanding thereafter to reach expectedproduction of over 320,000 ounces in 2013. The 'Stage 4' plantexpansion programme commenced in 2011 to target 450-500,000 ounces perannum production from 2015 onward.The Sukari Gold Mine is the first large-scale modern gold mine inEgypt. Centamin's operating experience in Egypt gives it a significantfirst-mover advantage in acquiring and developing other gold projectsin the prospective Arabian-Nubian Shield. Centamin also has explorationactivities in Ethiopia, held both directly and through a joint venturewith AIM-listed Alecto Minerals plc.For further information please contact:AmpellaDr Paul Kitto, Managing Director, +61 8 6142 0980Mr Drew Totterdell, General Manager Finance & Corporate Development,+61 8 6142 0980Mr Anthony Hasluck, Managing Director Clarity Communications, + 61 89380 0700CentaminJosef El-Raghy, ChairmanAndy Davidson, Head of Business Development and Investor Relations, +441534 828708Bobby Morse, Cornelia Browne & Gabriella Clinkard, Buchanan, +44 207466 5000This announcement is for information purposes only and does notconstitute a prospectus or prospectus equivalent document. It is notintended to and does not constitute, or form part of, an offer,invitation or the solicitation of an offer to purchase, otherwiseacquire, subscribe for, sell or otherwise dispose of any securities, orthe solicitation of any vote or approval in any jurisdiction, nor shallthere be any sale, issuance or transfer of securities in anyjurisdiction in contravention of applicable law.Nothing contained in this announcement is intended as a forecast,projection or estimate of the future financial performance of Ampellaor Centamin.This announcement may contain forward looking statements. Such forwardlooking statements are not guarantees of future performance and involveknown and unknown risks, uncertainties, assumptions and other importantfactors, many of which are beyond the control of Ampella or Centamin.Centamin and Ampella cannot give any assurance that the results,performance or achievements expressed or implied by the forward lookingstatements contained in this announcement will actually occur.Investors are cautioned not to place undue reliance on the forwardlooking statements.Centamin and Ampella have no intention to update or revise forwardlooking statements or to publish prospective financial information inthe future, regardless of whether new information, future events or anyother factors affect the information contained in this announcement,except where required by law.(1) This confirmation does not apply to 1,500,000 shares held under theAmpella Employee Share Acquisition Plan, which will be cancelled inaccordance with the terms of the plan and the loan.(2) See Ampella's ASX announcement dated 5 March 2013 for detailedinformation relating to the Konkera Resource. Ampella confirms it isnot aware of any new information or data that materially affects theinformation included in the 5 March 2013 announcement and that allmaterial assumptions and technical parameters underpinning theestimates in the 5 March 2013 announcement have not materially changed. This information is provided by RNS The company news service from the London Stock ExchangeEND

FOR FURTHER INFORMATION PLEASE CONTACT:

Contact Information:
RNS
Customer
Services
0044-207797-4400
rns@londonstockexchange.com
http://www.rns.com

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