TORONTO, ONTARIO--(Marketwire - July 29, 2011) -Centamin Egypt Limited ("Centamin") (TSX:CEE)(LSE:CEY) announces that Centamin's recommended offer (the "Offer") for the entire issued and to be issued share capital of Sheba Exploration (UK) Plc ("Sheba") has been declared unconditional in all respects.
All of the conditions to the Offer, as set out in Centamin's offer document dated 11 July 2011 (the "Offer Document"), have now been satisfied or waived and, accordingly, the Offer is declared unconditional in all respects.
As at 5.30 p.m. on 28 July 2011, valid acceptances of the Offer had been received in respect of 104,528,794 Sheba ordinary shares, representing approximately 91.25 per cent. of Sheba's issued ordinary share capital.
Prior to the announcement of the Offer on 11 July 2011, Centamin had received irrevocable undertakings from the Sheba directors in respect of their entire beneficial holdings of Sheba ordinary shares and Sheba ordinary shares to be issued pursuant to existing share options. Acceptances in respect of the directors' existing beneficial holdings of Sheba ordinary shares have been received pursuant to these undertakings, representing approximately 32.2 per cent. of Sheba's current issued ordinary share capital, and are included in the total number of valid acceptances referred to above.
The Sheba directors have also exercised their respective share options conditionally on the Offer becoming or being declared unconditional in all respects, and have irrevocably undertaken to tender the Sheba ordinary shares to be issued pursuant to these share options (the "Option Shares") to the Offer. On the sale of these Option Shares to Centamin, assuming no further acceptances have been received nor further Sheba ordinary shares issued, Centamin will hold 91.8 per cent. of Sheba's then issued ordinary share capital.
Prior to the announcement of the Offer on 11 July 2011, Centamin had also received irrevocable undertakings from certain existing Sheba shareholders, whose total holdings, following the exercise of warrants, represent approximately 21.8 per cent. of Sheba's current issued ordinary share capital. Acceptances in respect of all of these Sheba ordinary shares have been received pursuant to these undertakings and are included in the total number of valid acceptances referred to above.
The Offer, which remains subject to the terms set out in the Offer Document, is being extended and will remain open for acceptance until further notice.
Sheba shareholders who hold Sheba ordinary shares in certificated form (that is, not in CREST), should complete, sign and return the Form of Acceptance in accordance with the instructions printed on it as soon as possible.
Sheba shareholders who hold Sheba ordinary shares in uncertificated form (that is, in CREST), should comply with the procedure for acceptance set out in paragraph 5.2 of the Offer Document as soon as possible.
Settlement of the consideration due under the Offer in respect of valid acceptances which have been received by today will be despatched within 14 days and, in the case of valid acceptances received after today, within 14 days of the receipt of such acceptances, valid and complete in all respects.
Compulsory acquisition, delisting and cancellation of admission
Centamin intends to exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily any remaining Sheba ordinary shares in respect of which acceptances have not been received on the same terms as the Offer.
Centamin also intends, as soon as it is practicable to do so, to procure that Sheba makes an application to withdraw the Sheba ordinary shares from, and to cancel the admission of the Sheba ordinary shares to, the PLUS-quoted Market. It is anticipated that such withdrawal and cancellation will take effect no earlier than 10 business days after the date of such application.
For Centamin Egypt Limited
Josef El-Raghy, Chairman
29 July 2011
This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute or form any part of an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has been made solely by means of the Offer Document which contains the full terms and conditions of the Offer. Any response to the Offer should be made only on the basis of information contained in the Offer Document. Sheba shareholders are advised to read the formal documentation in relation to the Offer carefully.
The Offer is not being made, directly or indirectly, in or into any jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction. Copies of this document, the Offer Document and the Form of Acceptance are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent into or from any jurisdiction if to do so would constitute a violation of the relevant laws in such jurisdiction and persons receiving this document, the Offer Document and the Form of Acceptance (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.
The availability of the Offer to overseas shareholders may be affected by the laws of the jurisdiction in which they are resident. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of those jurisdictions. If you are an overseas shareholder and you are in any doubt about your position, you should consult your professional adviser in the relevant jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document.
ABN 86 007 700 352