TIDMHUM
RNS Number : 5962X
Hummingbird Resources PLC
21 December 2023
Hummingbird Resources plc / Ticker: HUM / Index: AIM / Sector:
Mining
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO ANY MEMBER STATE
OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES (OR TO ANY U.S.
PERSON), CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, OR
ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN
ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO. 596/2014, AS
RETAINED AND APPLICABLE IN THE UK PURSUANT TO SECTION 3 OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
21 December 2023
Hummingbird Resources pl c
("Hummingbird", "Group" or the "Company")
Placement Update, Open Offer & Notice of General Meeting
Further to the Company's announcement on the 7 December 2023 of
a placement of up to US$30 million, including a part conditional
investment by the Company's largest shareholder and strategic
investor CIG SA ("CIG") (the "CIG Subscription") of US$25 million,
the Company i s pleased to confirm an additional conditional
subscription of c.US$2.0 million (c.GBP1.6 million) (the "Second
Tranche Subscription") from new shareholders that includes US$1.0
million from Ernie Nutter a Non-Executive Director of the Company.
Further, the Company is offering an open offer to its existing
shareholders to raise up to c.US$5.0 million (GBP4.0 million) (the
"Open Offer").
The CIG Subscription, the Subscription (including both the First
Tranche Subscription and the Second Tranche Subscription) and the
Open Offer (together the "Placement"), assuming full take up under
the Open Offer, and all shareholder resolutions are passed to
approve the Placement, would result in total gross proceeds for the
Company of c.US$32.7 million. The Placement will be used to
accelerate the Company's growth strategy, increase exploration, and
strengthen its balance sheet to provide capital support for the
Group's operations.
The shareholder circular containing full details of the
Placement, including details of how qualifying shareholders can
participate in the Open Offer (the "Circular"), will be published
today, together with a Notice of General Meeting to be held at
13:00 GMT on 10 January 2024, setting out the shareholder approvals
required to complete the Placement, and instructions on how to
vote. The Circular and Notice of General Meeting will be sent to
Shareholders today and available on the Company's website
shortly.
Highlights of the Strategic Investment and Placement Update
& Notice of General Meeting
-- The CIG Subscription, as previously announced, of US$25
million, is made up of two investment tranches, the first of which
has completed, with the second tranche of US$20.2 million being
subject to shareholder approval (the "CIG Second Tranche
Subscription"). CIG currently holds 29.9% of the Company's issued
share capital, and assuming the full take up under the Open Offer
and completion of the Placement will hold 40.2% of the Company's
enlarged share capital.
-- The Second Tranche Subscription has conditionally raised an
additional c.US$2.0 million (c.GBP1.6 million), also subject to
shareholder approval.
-- An Open Offer to qualifying shareholders to raise up to an
additional c.US$5.0 million (GBP4.0 million), also subject to
shareholder approval. CIG, together with the participant in the
First Tranche Subscription, have agreed not to take up their
entitlement in the Open Offer.
-- All new ordinary shares issued in connection with the
Placement will be issued at a price of 11.2625 pence per new
Ordinary Share.
-- The CIG Second Tranche Subscription, the Second Tranche
Subscription and the Open Offer are subject to approval by
Shareholders at a General Meeting to be held at 13:00 GMT on 10
January 2024, the details of which are set out in the Circular, an
extract from which is detailed below. The Second Tranche
Subscription and the Open Offer are each conditional on the
approval by shareholders of the CIG Second Tranche
Subscription.
All US$:GBP amounts used in this announcement have been
calculated based on an exchange rate of US$0.7937.
Extract from the Circular - Part 1 - Letter from the Chairman
(selected paragraphs)
Introduction
On 7 December, the Company announced that it is undertaking an
equity placement of up to approximately US$30 million, subject to,
inter alia, shareholder approval, comprised of a partially
conditional US$25 million investment by CIG and up to US$5 million
from other investors. The Placement is split across two tranches
with the following confirmed figures in respect of the second
tranche:
-- A firm first tranche of US$5.5 million, made pursuant to the
2023 Authorities, which involved the issue of the CIG First Tranche
Shares (which has resulted in a CIG holding of 29.999 per cent. in
the Company, as at the Latest Practicable Date) and the First
Tranche Subscription Shares and;
-- A conditional second tranche, subject to, inter alia,
shareholder approval, of approximately US$22.2 million, which
involves the issue of the CIG Second Tranche Shares (which,
dependant on the level of acceptances under of the Open Offer will
result in CIG establishing a holding of between 40.2 per cent. and
42.0 per cent. in the Company) and the issue of the Second Tranche
Subscription Shares. As part of the Second Tranche Subscription,
Ernie Nutter, director of the Company, is conditionally subscribing
for 6,993,780 Subscription Shares.
In addition, the Company is offering Shareholders the
opportunity to subscribe for new Ordinary Shares at the Issue Price
through the Open Offer, details of which are set out in this
document.
The Issue Price is 11.2625 pence per new Ordinary Share.
CIG is subscribing for the CIG Second Tranche Shares subject to,
inter alia, the granting of a Rule 9 Panel Waiver, to be approved
by the Rule 9 Waiver Resolution, of the obligations that would
otherwise fall upon CIG pursuant to Rule 9 of The Takeover Code to
make an offer for the entire issued share capital of the Company as
a result of the potential issue of the CIG Second Tranche Shares to
CIG, which will lead to its interest in the Company increasing to
over 30 per cent, to between 40.2 per cent. and 42.0 per cent.
dependent on the level of acceptances for the Open Offer. Further
details on the Rule 9 Waiver are set out in Part 5 of this
document.
The Panel has agreed to waive the obligation on CIG to make a
general offer that would otherwise arise as referred to above,
subject to the approval by the Independent Shareholders of the Rule
9 Waiver Resolution on a poll. Conditional upon the Resolutions
being passed at the General Meeting it is expected that the Second
Tranche Subscription Shares and CIG Second Tranche Shares will be
admitted to trading on AIM on 11 January 2024.
The Open Offer provides Qualifying Shareholders (other than CIG
and the subscriber under the First Tranche Subscription) with an
opportunity to participate in the proposed issue of the new
Ordinary Shares at the Issue Price.
The Company considers it important that, where reasonably
practicable, Shareholders have an opportunity to participate in its
equity placements. To that end, the Board is providing Qualifying
Shareholders with the opportunity to subscribe for the Open Offer
Shares under the Open Offer at the Issue Price. In connection with
the Open Offer, the Company will allot (at the Board's discretion
and conditional on Admission) up to 35,516,679 Open Offer Shares
and will make an announcement in due course once the total number
of Open Offer Shares subscribed for is known. The aggregate maximum
subscription under the Open Offer is capped at GBP4 million and so
will be exempt from the requirement to publish a prospectus
pursuant to the Prospectus Rules and/or the Prospectus Regulation
Rules.
The Company has called the General Meeting inter alia in order
to put to Shareholders the resolutions required to grant (i) the
authority to issue and allot the CIG Second Tranche Shares, the
Second Tranche Subscription Shares and the Open Offer Shares and
(ii) approve the Rule 9 Panel Waiver. If the Resolutions are not
approved the issue of the CIG Second Tranche Shares, the Second
Tranche Subscription Shares and the Open Offer Shares will not
proceed and the Company will not receive any funds from the
associated issue of these new Ordinary Shares. If the Rule 9 Waiver
Resolution is not approved, but the other Resolutions are approved,
the Second Tranche Subscription and the Open Offer, which are
conditional on the completion of the CIG Second Tranche
Subscription will not proceed and the CIG Second Tranche
Subscription will not proceed.
Information on the Placement and Open Offer more generally is
set out in this Part 1 of this document.
Issue Price
The Issue Price represents approximately a 2 per cent premium to
volume weighted average price of the Ordinary Shares for the 30 day
period ending on 6 December 2023, being the last practicable day
prior to the announcement of, inter alia, the CIG Subscription.
Use Of Funds
The proceeds of the Placement and the Open Offer (assuming that
the Open Offer is fully subscribed), will be US$ 32.7 million
(approximately GBP26.0 million). The Company will allocate the net
proceeds to strengthen the balance sheet of the business and
advance multiple growth initiatives as part of the Company's growth
strategy. These initiatives encompass exploration activities at
both the Yanfolila and Kouroussa Gold Mines, as well as maximising
the value of the Dugbe Gold Project.
Hummingbird intends to utilise the proceeds of the Placement and
Open Offer as follows:
-- Exploration Activities: c.US$5 million of the funds will be
directed towards increased exploration activities at the Yanfolila
and Kouroussa Gold Mines. The Company's exploration team has
developed a comprehensive exploration plan from FY-2024 onwards,
focused on high-probability targets aimed at increasing Resources
to Reserves for the Group, thereby extending the Life of Mine at
both operating assets.
-- Dugbe Gold Project Advancement: c.US$2 million of the
proceeds will be dedicated to progressing the Dugbe Gold Project in
Liberia, bringing this highly valuable asset closer to production.
The funds will be used to optimise the 2022 Definitive Feasibility
Study through FY-2024 and further progress the Project. Hummingbird
and Pasofino Gold Limited have identified several opportunities to
maximise the value of Dugbe and reduce the overall project capex
profile, including the optimisation of power usage, improvements to
the metallurgical recovery rates and additional exploration
activities.
-- Balance Sheet Strengthening: The remainder of the proceeds
will be used to strengthen the Company's balance sheet through
deleveraging and operational initiatives. The funds will be
allocated to provide additional capital support for the Group as it
completes operational initiatives at Yanfolila including, the
Komana East Underground operation, and the ramp up of Kouroussa to
commercial production in early FY-2024, as well as supporting the
deleveraging of the balance sheet.
The New Ordinary Shares will, when issued, rank pari passu in
all respects with each other and the Existing Ordinary Shares,
including the right to receive dividends and other distributions
declared following Admission.
CIG Subscription
Pursuant to the CIG Subscription Agreement, CIG has been issued
35,057,991 CIG First Tranche Shares and has conditionally
subscribed for a further 142,522,475 CIG Second Tranche Shares,
subject to, inter alia, shareholder approval. Assuming shareholder
approval is received, CIG will be interested in a total of
334,665,274 Ordinary Shares and, dependent on the level of
acceptances under the Open Offer, will have a holding of between
40.2 per cent. and 42.0 per cent. in the Enlarged Share Capital
.
The terms of the CIG Subscription Agreement include:
-- An undertaking by CIG that it will not (save in limited
circumstances) dispose of the CIG First Tranche Shares for a period
of 12 months from the date of their admission to trading on AIM or
the CIG Second Tranche Shares for 12 months from the date of
Admission; and
-- The grant to CIG of a pre-emption right in relation to
further equity issued by the Company while it holds 20 per cent. or
more of the Ordinary Shares.
As noted in the Company's 7 February 2023 announcement, CIG is
party to a relationship agreement with the Company and the
Company's nominated adviser, Strand Hanson Limited, which imposes
certain obligations on CIG in its position as a substantial
shareholder (as defined under the AIM Rules) in the Company to
ensure that the Company will at all times be capable of carrying on
its business independently of CIG and the members of its group. The
relationship agreement remains in force for so long as CIG's
holding remains at 10 per cent. or above of the Company's issued
share capital. Under the terms of the CIG Subscription Agreement,
CIG has also agreed not to make an offer for the Company without
the recommendation of the Board, for so long as its holding is at
15 per cent. or more of the Company's issued share capital, subject
to limited exceptions.
CIG intends to finance the CIG Subscription through internal
cash resources.
Rule 9 Panel Waiver
The Company requires a waiver granted by the Takeover Panel,
pursuant to Rule 9 of the Takeover Code. The Company will also
require Independent Shareholder approval to permit the issue of the
CIG Second Tranche Shares, which would, if such new Ordinary Shares
were issued, result in an increase in CIG's shareholdings to more
than 30 per cent. and trigger a mandatory offer to Shareholders
under Rule 9. Full details of the Rule 9 Panel Waiver are set out
in Part 5 of this document.
Subscription
Certain investors have agreed to subscribe directly with the
Company for the Subscription Shares at the Issue Price pursuant to
subscription letters entered into individually with the respective
Subscribers and the Company. The First Tranche Subscription Shares
were issued at the same time as the CIG First Tranche Shares, and
it is expected, subject to Shareholder approval, that the Second
Tranche Subscription Shares will be issued at the same time as the
CIG Second Tranche Shares.
Details Of the Open Offer
Open Offer Entitlement
In recognition of their continued support to the Company, the
Company considers it important that, where reasonably practicable,
Shareholders have an opportunity to participate in its equity
placements.
The Company is providing all Qualifying Shareholders with the
opportunity to subscribe, at the Issue Price, for an aggregate
maximum of 35,515,679 Open Offer Shares, raising gross proceeds of
up to GBP4 million.
Qualifying Shareholders may apply for Open Offer Shares under
the Open Offer at the Issue Price on the following basis:
1 Open Offer Share for every 12.525 Existing Ordinary Shares
held by them and in their names rounded down to the nearest
whole number of Ordinary Shares and in proportion for any number of
Existing Ordinary Shares held on the Record Date up to their Open
Offer Entitlement. Fractional entitlements which would otherwise
arise will not be issued to the Qualifying Shareholders but will be
made available under the Excess Application Facility.
For the avoidance of doubt, "Qualifying Shareholders" excludes
CIG and the subscriber pursuant to the First Tranche
Subscription.
Excess Entitlements
The Excess Application Facility enables Qualifying Shareholders
to apply for Excess Shares in excess of their Open Offer
Entitlement. Not all Shareholders will be Qualifying Shareholders.
Shareholders who are located in, or are citizens of, or have a
registered office in certain overseas jurisdictions will not
qualify to participate in the Open Offer. The attention of Overseas
Shareholders is drawn to the section entitled "Overseas
Shareholders" below.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements. Qualifying
Shareholders can apply for less or more than their Open Offer
Entitlements but the Company cannot guarantee that any application
for Excess Shares under the Excess Application Facility will be
satisfied as this will depend in part on the extent to which other
Qualifying Shareholders apply for less than or more than their own
Open Offer Entitlements. The Company may satisfy valid applications
for Excess Shares in whole or in part but reserves the right at its
sole discretion not to satisfy, or to scale back, applications made
in excess of Open Offer Entitlements.
Qualifying Shareholders should note that the Open Offer is not a
rights issue and therefore the Open Offer Shares which are not
applied for by Qualifying Shareholders will not be sold in the
market for the benefit of the Qualifying Shareholders who do not
apply under the Open Offer. The Application Form is not a document
of title and cannot be traded or otherwise transferred.
Application has been made for the Open Offer Entitlements and
Excess CREST Open Offer Entitlements for Qualifying CREST
Shareholders to be admitted to CREST. It is expected that the Open
Offer Entitlements and the Excess CREST Open Offer Entitlements
will be admitted to CREST as soon as reasonably practicable after
at 8.00 a.m. on 11 January 2024. Applications through the CREST
system may only be made by the Qualifying Shareholder originally
entitled or by a person entitled by virtue of a bona fide market
claim.
The Open Offer Shares must be paid in full on application. The
latest time and date for receipt of completed Application Forms or
CREST applications and payment in respect of the Open Offer is
11.00 a.m. on 9 January 2024.
Further details of the Open Offer and the terms and conditions
on which it is being made, including the procedure for application
and payment, are contained in Part 3 of this document and on the
accompanying Application Form. The Open Offer is conditional on,
inter alia, completion of the Second Tranche Subscription and the
CIG Second Tranche Subscription.
Overseas Shareholders
The attention of Qualifying Shareholders who have registered
addresses outside the United Kingdom, or who are citizens or
residents of countries other than the United Kingdom, or who are
holding Existing Ordinary Shares for the benefit of such persons,
(including, without limitation, custodians, nominees, trustees and
agents) or who have a contractual or other legal obligation to
forward this document or the Application Form to such persons, is
drawn to the information which appears in paragraph 6 of Part 3 of
this document.
In particular, Qualifying Shareholders who have registered
addresses in or who are resident in, or who are citizens of,
countries other than the UK (including without limitation the
United States of America and Canada), should consult their
professional advisers as to whether they require any governmental
or other consents or need to observe any other formalities to
enable them to take up their entitlements under the Open Offer.
General Meeting
The Notice of General Meeting is set out in Part 9 of this
document.
CIG Resolutions
The CIG Resolutions which are required in order to enable the
Company to issue and allot the CIG Second Tranche Shares and are
summarised below.
Resolution 1
Resolution 1, if passed will grant to the Directors a general
authority to allot the CIG Second Tranche Shares and will be
proposed as an ordinary resolution. To be passed an ordinary
resolution requires a simple majority of the votes cast at the
General Meeting (by Shareholders present in person or by proxy) to
be cast in its favour.
This authority, if granted by Shareholders, will expire on the
date falling 6 calendar months from the date of the passing of the
Resolution and will, unless the General Resolutions are passed, be
in addition to the 2023 Authorities.
Resolution 1 is conditional on Resolution 2 and the Rule 9
Waiver Resolution being passed at the General Meeting
Resolution 2
Resolution 2, if passed will grant to the Directors the
authority to allot the CIG Second Tranche Shares on a non
pre-emptive basis and will be proposed as a special resolution. To
be passed a special resolution requires at least three quarters of
the votes cast at the General Meeting (by Shareholders present in
person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on the
date falling 6 calendar months from the date of the passing of the
Resolution and will, unless the General Resolutions are passed, be
in addition to the 2023 Authorities.
Resolution 2 is conditional on Resolution 1 and the Rule 9
Waiver Resolution being passed at the General Meeting
In the event that the CIG Resolutions and the Rule 9 Resolution
are not passed at the General Meeting:
a) the CIG Second Tranche Subscription will not complete;
b) the Second Tranche Subscription will not complete; and
c) the Open Offer will not complete.
Subscriptions Resolutions
Resolution 3
Resolution 3, if passed will grant to the Directors a general
authority to allot the Second Tranche Subscription Shares and will
be proposed as an ordinary resolution. To be passed an ordinary
resolution requires a simple majority of the votes cast at the
General Meeting (by Shareholders present in person or by proxy) to
be cast in its favour.
This authority, if granted by Shareholders, will expire on the
date falling 6 calendar months from the date of the passing of the
Resolution and will, unless the General Resolutions are passed, be
in addition to the 2023 Authorities and the authority granted by
Resolution 1.
Resolution 4
Resolution 4, if passed will grant to the Directors a authority
to allot the Second Tranche Subscription Shares on a non
pre-emptive basis and will be proposed as a special resolution. To
be passed a special resolution requires at least three quarters of
the votes cast at the General Meeting (by Shareholders present in
person or by proxy) to be cast in favour of it.
This authority, if granted by Shareholders, will expire on the
date falling 6 calendar months from the date of the passing of the
Resolution and will, unless the General Resolutions are passed, be
in addition to the 2023 Authorities and the authority granted by
Resolution 2.
The Subscription Resolutions are conditional on the passing of
the CIG Resolutions and the Rule 9 Waiver Resolution. In the event
that the Subscription Resolutions are not passed at the General
Meeting, the Second Tranche Subscription will not complete.
Open Offer Resolutions
Resolution 5
Resolution 5, if passed will grant to the Directors a general
authority to allot the Open Offer Shares and will be proposed as an
ordinary resolution. To be passed an ordinary resolution requires a
simple majority of the votes cast at the General Meeting (by
Shareholders present in person or by proxy) to be cast in its
favour.
This authority, if granted by Shareholders, will expire on the
date falling 6 calendar months from the date of the passing of the
Resolution and will, unless the General Resolutions are passed, be
in addition to the 2023 Authorities and the authority granted by
Resolution 1 and 3.
Resolution 6
Resolution 6, if passed will grant to the Directors an authority
to allot the Open Offer Shares on a non pre-emptive basis and will
be proposed as a special resolution. To be passed a special
resolution requires at least three quarters of the votes cast at
the General Meeting (by Shareholders present in person or by proxy)
to be cast in favour of it.
This authority, if granted by Shareholders, will expire on the
date falling 6 calendar months from the date of the passing of the
Resolution and will, unless the General Resolutions are passed, be
in addition to the 2023 Authorities and the authority granted by
Resolution 2 and 4.
The Open Offer Resolutions are conditional on the CIG
Resolutions and the Rule 9 Waiver Resolution. In the event that the
Open Offer Resolutions are not passed at the General Meeting, the
Open Offer will not complete.
General Resolutions
In addition, at the General Meeting the General Resolutions will
be proposed to refresh and replace the 2023 Authorities and are
summarised below.
Resolution 7
Resolution 7, if passed, will grant to the Directors a general
authority to allot:
a) in relation to a pre-emptive rights issue only, equity
securities (as defined by section 560 of the Act) up to a maximum
nominal amount of GBP5,550,141, which represents approximately two
thirds of the Enlarged Share Capital (assuming the full take up of
the Open Offer). This maximum is reduced by the nominal amount of
any Relevant Securities allotted under paragraph (b) below;
b) in any other case, Relevant Securities up to a maximum
nominal amount of GBP2,775,071 which represents approximately one
third of the Enlarged Share Capital (assuming the full take up of
the Open Offer). This maximum is reduced by the nominal amount of
any equity securities allotted under paragraph (a) above in excess
of GBP2,775,070.
Therefore, the maximum nominal amount of Relevant Securities
(including equity securities) which may be allotted under this
resolution is GBP5,550,141. Resolution 7 will be proposed as an
ordinary resolution. To be passed an ordinary resolution requires a
simple majority of the votes cast at the General Meeting (by
Shareholders present in person or by proxy) to be cast in its
favour.
This authority, if granted by Shareholders, will expire on the
date which is 18 months after the date on which it is passed or, if
earlier, the date of the next annual general meeting of the Company
and will, be in substitution for 2023 Authorities, but will be in
addition to the authority granted by Resolutions 1, 3 and 5.
The Directors currently intend only to make use of this
authority:
a) in connection with the grant of any options to the directors
of the Company and employees of the Company's group; and
b) as may be necessary to manage the Company's capital resources.
Resolution 7 is conditional on the passing of the CIG
Resolutions, the Subscription Resolutions and the Rule 9 Waiver
Resolution.
Resolution 8
Resolution 8, if passed, will give the Directors power, pursuant
to the authority to allot granted by Resolution 7 to allot equity
securities (as defined by section 560 of the Act) or sell treasury
shares for cash without first offering them to existing
shareholders in proportion to their existing holdings up to a
maximum nominal amount of GBP832,521 which represents approximately
10 per cent. of the Enlarged Share Capital (assuming the full take
up of the Open Offer).
Resolution 8 will be proposed as a special resolution. To be
passed a special resolution requires at least three quarters of the
votes cast at the General Meeting (by Shareholders present in
person or by proxy) to be cast in favour of it.
The directors have no immediate plans to make use of this
authority other than in those circumstances which are referred to
in the explanation relating to Resolution 7.
This authority, if granted by Shareholders, will expire and will
expire on the date which is 18 months after the date on which it is
passed or, if earlier, the date of the next annual general meeting
of the Company and will, be in substitution for 2023 Authorities,
but will be in addition to the authority granted by Resolutions 2,
4 and 6.
Resolution 8 is conditional on the passing of the CIG
Resolutions, the Subscription Resolutions, the Rule 9 Waiver
Resolution and Resolution 7.
Resolution 9
Resolution 9 is the Rule 9 Waiver Resolution and will be
proposed as an ordinary resolution for of Independent Shareholders
to approve the Rule 9 Panel Waiver. If passed it will approve the
Rule 9 Panel Waiver and (subject to the passing of the CIG
Resolutions) will allow the issue of the CIG Second Tranche Shares
to CIG without CIG being required to make a mandatory offer under
Rule 9.
Irrevocable Undertakings and Recommendation
The Directors consider the issue of the Second Tranche
Subscription Shares, the CIG Second Tranche Shares and the Open
Offer Shares to be fair and reasonable and in the best interests of
the Company as a whole and accordingly unanimously recommend that
Shareholders vote in favour of Resolutions 1 to 8 in this
regard.
The Independent Directors, who have been so advised by Strand
Hanson Limited, consider the Proposals set out in this document to
be fair and reasonable and in the best interests of the Company and
its Independent Shareholders as a whole, including in respect of
the intentions of CIG in respect of the ongoing strategy and
operation of the Group, as set out in paragraph 4 of Part 7 of this
document. In providing advice to the Independent Directors, Strand
Hanson Limited has taken into account the commercial assessment of
the Independent Directors .
Accordingly, the Independent Directors unanimously recommend
that Independent Shareholders vote in favour of the Rule 9 Waiver
Resolution (which is to be proposed as Resolution 9), as the
Independent Directors intend to do in respect of their own
beneficial holdings.
Stephen Betts, Dan Betts and Tom Hill (being the only Directors
holding Ordinary Shares as at the Last Practicable Date) and CIG,
holding, in aggregate, between them approximately 31.4 per cent. of
the Existing Ordinary Shares, have undertaken to vote in favour of
the Resolutions in respect of their respective holdings of Ordinary
Shares in the Company. For the avoidance of doubt, CIG is not able
to vote in respect of Resolution 9.
In addition, certain shareholders, holding, in aggregate,
between them approximately 2.00 per cent. of the Existing Ordinary
Shares, have indicated, without having signed an undertaking, that
they intend to vote in favour of the Resolutions.
The CIG Second Tranche Subscription is conditional on the
passing of the CIG Resolutions and the Rule 9 Waiver Resolution.
The Second Tranche Subscription is conditional on the passing of
the CIG Resolutions, Rule 9 Waiver Resolution and the Subscription
Resolutions. The Open Offer is conditional on the passing of the
CIG Resolutions, the Rule 9 Waiver Resolution and the Open Offer
Resolutions.
Extract from the Circular - Definitions
The following definitions apply throughout this document unless
the context otherwise requires:
2023 AGM the last annual general meeting of
the Company held on 29 June 2023
2023 Authorities the shareholder authorities granted
by resolutions 4 and 5 as set out
in the notice of the 2023 AGM
Act the Companies Act 2006 (as amended)
acting in concert has the meaning attributed to it
in the Takeover Code
Admission admission to trading on AIM of the
New Ordinary Shares becoming effective
in accordance with the AIM Rules
AIM the AIM market operated by the London
Stock Exchange
AIM Rules the AIM Rules for Companies published
by the London Stock Exchange from
time to time
Application Form the application form enclosed with
this document on which Qualifying
Non-CREST Shareholders may apply
for Open Offer Shares under the Open
Offer
Articles the articles of association of the
Company as at the date of this document
Board or Directors the board of directors of the Company
from time to time
borrowed or lent in the context of the Takeover Code,
includes for these purposes any financial
collateral arrangement of the kind
referred to in Note 4 on Rule 4.6
of the Takeover Code, but excludes
any borrowed shares which have either
been on-lent or sold
certificated or in certificated an Ordinary Share recorded on the
form Company's share register as being
held in certificated form (namely,
not in CREST)
Chairman the Chairman of the Board from time
to time
CIG CIG SA, an investment company registered
in the Trade and Personal Property
Credit Register of Burkina Faso with
registered number BF OUA 2019 B 2606,
and which is controlled by the same
principal as the Company's primary
lending bank
CIG Announcement RNS Number 0128W released by the
Company on 7 December 2023 relating
to, inter alia, the CIG Subscription
CIG First Tranche Shares 35,057,991 of the CIG Subscription
Shares
CIG First Tranche Subscription the unconditional subscription for
the CIG First Tranche Shares at the
Issue Price
CIG Resolutions those Resolutions numbered 1 and
2 in the Notice of General Meeting
CIG Second Tranche Shares 142,522,475 of the CIG Subscription
Shares
CIG Second Tranche Subscription the conditional subscription for
the CIG Second Tranche Shares at
the Issue Price
CIG Subscription the subscription by CIG for the CIG
Subscription Shares at the Issue
Price pursuant to the CIG Subscription
Agreement
CIG Subscription Agreement the agreement dated 6 December 2023
between the Company (1) and CIG (2)
in respect of the CIG Subscription
CIG Subscription Shares 177,580,466 new Ordinary Shares
Company Hummingbird Resources plc, a company
registered in England and Wales with
Company number 05467327
connected persons in the context of the Takeover Code,
means in relation to a Director,
those persons whose interests in
Ordinary Shares the Director would
be required to disclose pursuant
to Part 22 of the Companies Act 2006
and related regulations and includes
any spouse, civil partner, infants
(including step children), relevant
trusts and any company in which a
director holds at least 20 per cent.
of its voting capital
Coris Bank Coris Bank International (Burkina
Faso)
Coris Holdings Coris Holdings SA, a 63.61 per cent.
shareholder in Coris Bank
CREST the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear is the operator
(as defined in those regulations)
CREST Manual the rules governing the operation
of CREST, as published by Euroclear
CREST member a person who has been admitted by
Euroclear as a system-member (as
defined in the CREST Regulations)
CREST participant a person who is, in relation to CREST,
a system participant (as defined
in the CREST Regulations)
CREST member account ID the identification code or number
attached to a member account in CREST
CREST participant ID shall have the meaning given in the
CREST Manual
CREST payment shall have the meaning given in the
CREST Manual
CREST Regulations the Uncertificated Securities Regulations
2001 (S.I. 2001 No, 3755) (as amended)
CREST sponsor a CREST participant admitted to CREST
as a CREST sponsor
CREST sponsored member a CREST member admitted to CREST
as a sponsored member (which includes
all CREST Personal Members)
dealing or dealt in the context of the Takeover Code,
includes:
(a) acquiring or disposing of relevant
securities, of the right (whether
conditional or absolute) to exercise
or direct the exercise of the voting
rights attaching to relevant securities,
or of general control of relevant
securities; (b) taking, granting,
acquiring, disposing of, entering
into, closing out, terminating, exercising
(by either party) or varying an option
(including a traded option contract)
in respect of any relevant securities;
(c) subscribing or agreeing to subscribe
for relevant securities; (d) exercising
or converting, whether in respect
of new or existing relevant securities,
any securities carrying conversion
or subscription rights; (e) acquiring,
disposing of, entering into, closing
out, exercising (by either party)
of any rights under, or varying,
a derivative referenced, directly
or indirectly, to securities; (f)
entering into, terminating or varying
the terms of any agreement to purchase
or sell securities; (g) redeeming
or purchasing, or taking or exercising
an option over, any of its own relevant
securities by the offeree company
or an offeror; and (h) any other
action resulting, or which may result,
in an increase or decrease in the
number of relevant securities in
which a person is interested or in
respect of which he has a short position
derivatives include any financial product whose
value in whole or in part is determined
directly or indirectly by reference
to the price of an underlying security
Enlarged Share Capital the 832,521,218 Ordinary Shares in
issue following the issue allotment
and admission to trading of the New
Ordinary Shares, assuming full subscription
for the Open Offer Shares
Euroclear Euroclear UK & International Limited,
the operator of CREST
Excess Application Facility the arrangement pursuant to which
Qualifying Shareholders may apply
for additional Open Offer Shares
in excess of their Open Offer Entitlement
in accordance with the terms and
conditions of the Open Offer
Excess CREST Open Offer in respect of each Qualifying CREST
Entitlement Shareholder, their entitlement (in
addition to their Open Offer Entitlement)
to apply for Open Offer Shares pursuant
to the Excess Application Facility,
which is conditional on them taking
up their Open Offer Entitlement in
full
Excess Entitlement Open Offer Shares in excess of the
basic Open Offer Entitlement (but
not in excess of the total number
of Open Offer Shares)
Excess Shares Ordinary Shares applied for by Qualifying
Shareholders under the Excess Application
Facility
Ex-entitlement Date the date on which the Existing Ordinary
Shares are marked "ex" for entitlement
under the Open Offer, being 8.00
a.m. on 21 December 2024
Existing Ordinary Shares 640,495,504 Ordinary Shares in issue
as at the date of this document
FCA the Financial Conduct Authority
Financial Promotion Order the Financial Services and Markets
Act 2000 (Financial Promotion) Order
2005 (as amended)
First Tranche Subscription the unconditional subscription for
the First Tranche Subscription Shares
First Tranche Subscription 3,518,814 of the Subscription Shares
Shares
Form of Proxy the form of proxy for use in connection
with the General Meeting
FSMA the Financial Services and Markets
Act 2000 (as amended)
General Meeting the general meeting of the Company
to be held at the offices of Gowling
WLG (UK) LLP at 4 More London Riverside,
London SE1 2AN at 1:00 p.m. on 10
January 2024 , or any adjournment
thereof, notice of which is set out
at the end of this document
General Resolutions those Resolutions numbered 7 and
8 in the Notice of General Meeting
Group together the Company and its subsidiary
undertakings
Independent Directors all of the Directors, with the exception
of Ernie Nutter, who is participating
in the Second Tranche Subscription
Independent Shareholders all of the Shareholders, with the
exception of CIG
interest in the context of the Takeover Code,
a person having an interest in relevant
securities includes where a person
(a) owns securities; (b) has the
right (whether conditional or absolute)
to exercise or direct the exercise
of the voting rights attaching to
securities or has general control
of them; (c) by virtue of any agreement
to purchase, option or derivative,
has the right or option to acquire
securities or call for their delivery
or is under an obligation to take
delivery of them, whether the right,
option or obligation is conditional
or absolute and whether it is in
the money or otherwise; or (d) is
party to any derivative whose value
is determined by reference to the
prices of securities and which results,
or may result, in his having a long
position in them
Irrevocable Undertakings the irrevocable undertaking from
CIG and each of the Directors as
described in paragraph 6.1 of Part
6
ISIN International Securities Identification
Number
Issue Price 11.2625 pence per New Ordinary Share
Latest Practicable Date 20 December 2023 being the latest
practicable date prior to the publication
of this document
London Stock Exchange London Stock Exchange plc
New Ordinary Shares the Second Tranche Subscription Shares,
the CIG Second Tranche Shares and
the Open Offer Shares
Notice of General Meeting the notice of the General Meeting
set out at the end of this document
Open Offer the conditional invitation made to
Qualifying Shareholders to apply
to subscribe for Open Offer Shares
at the Issue Price on the terms and
subject to the conditions set out
in Part 3 (Terms and Conditions of
the Open Offer) of this document
and, where relevant, in the Application
Form
Open Offer Entitlement the pro rata entitlement of a Qualifying
Shareholder, pursuant to the Open
Offer, to subscribe for 1 Open Offer
Share for every 12.525 Existing Ordinary
Shares registered in their name as
at the Record Date
Open Offer Shares up to 35,515,679 new Ordinary Shares
conditionally offered to Qualifying
Shareholders pursuant to the Open
Offer
Official List the Official List of the FCA
Ordinary Shares ordinary shares of GBP0.01 each in
the capital of the Company
Overseas Shareholders Shareholders with registered addresses,
or who are citizens or residents
of, or incorporated in, countries
outside of the United Kingdom
Placement together the Subscription and the
CIG Subscription (but, for the avoidance
of doubt, excluding the Open Offer)
Qualifying CREST Shareholders Qualifying Shareholders holding Existing
Ordinary Shares in a CREST account
Qualifying Non-CREST Shareholders Qualifying Shareholders holding Existing
Ordinary Shares in certificated form
Qualifying Shareholders subject to any restrictions imposed
on Overseas Shareholders, holders
of Existing Ordinary Shares whose
names appear on the register of members
of the Company on the Record Date
as holders of Existing Ordinary Shares
and who are eligible to be offered
Open Offer Shares under the Open
Offer in accordance with the terms
and conditions set out in this document
and the Application Form and for
the avoidance of doubt the Open Offer
is not being made to (i) persons
in Restricted Jurisdictions; or (ii)
CIG; or (iii) any subscribers under
the First Tranche Subscription.
Proposals the proposals being the issue of
the Second Tranche Subscription
Shares, the CIG Second Tranche Shares
and the Open Offer Shares
Prospectus Rules the prospectus rules published by
the FCA pursuant to section 73A of
FSMA (as amended from time to time)
Prospectus Regulation EU Regulation 2017/1129 (which forms
part of UK domestic law pursuant
to the European Union (Withdrawal)
Act 2018) on the requirements for
a prospectus to be published when
securities are offered to the public
or admitted to trading
Receiving Agents Link Group, Corporate Actions, Central
Square, 29 Wellington Street, Leeds
LS1 4DL
Record Date 6.00 p.m. on 19 December 2023, being
the record date for the purposes
of the Open Offer
Registrars Link Group, Central Square, 29 Wellington
Street, Leeds LS1 4DL
Relevant Securities (a) shares in the Company other than
shares allotted pursuant to:
(i) an employee share scheme (as
defined by section 1166 of the Act);
or
(ii) a right to subscribe for shares
in the Company where the grant of
the right itself constituted a Relevant
Security; or
(iii) a right to convert securities
into shares in the Company where
the grant of the right itself constituted
a Relevant Security.
(b) any right to subscribe for or
to convert any security into shares
in the Company other than rights
to subscribe for or convert any security
into shares allotted pursuant to
an employee share scheme (as defined
by section 1166 of the Act). References
to the allotment of Relevant Securities
include the grant of such rights.
Resolutions the resolutions set out in the Notice
of General Meeting
Restricted Jurisdictions the United States of America, Australia,
Canada, Japan, the Republic of South
Africa and any other jurisdiction
where the extension or availability
of the Open Offer would breach any
applicable law
Rule 9 Rule 9 of the Takeover Code
Rule 9 Panel Waiver the waiver granted by the Takeover
Panel, subject to approval of the
Independent Shareholders, of the
obligation on CIG to make a mandatory
offer to Shareholders for the Ordinary
Shares not owned by CIG upon completion
of the issue of the CIG Second Tranche
Shares which would otherwise arise
under Rule 9
Rule 9 Waiver Resolution Resolution 9 as set out in the Notice
of General Meeting
Second Tranche Subscription 13,987,560 of the Subscription Shares
Shares
Second Tranche Subscription the conditional subscription by subscribers
other than CIG for the Second Tranche
Subscription Shares at the Issue
Price
Shareholders holders of Ordinary Shares
short position in the context of the Takeover Code,
means any short position (whether
conditional or absolute and whether
in the money or otherwise) including
any short position under a derivative,
any agreement to sell or any delivery
obligation or right to require another
person to purchase or take delivery
Subscription the direct subscription with the
Company by certain subscribers, other
than CIG, for the Subscription Shares
at the Issue Price
Subscription Shares together the First Tranche Subscription
Shares and the Second Subscription
Shares
uncertificated or uncertificated recorded on a register of securities
form maintained by Euroclear in accordance
with the CREST Regulations as being
in uncertificated form in CREST and
title to which, by virtue of the
CREST Regulations, may be transferred
by means of CREST
Takeover Code the City Code on Takeovers and Mergers
Takeover Panel the Panel on Takeovers and Mergers
UK or United Kingdom the United Kingdom of England, Scotland,
Wales and Northern Ireland
US or United States the United States of America, its
territories and possessions, any
state of the United States of America
and the District of Columbia
US Securities Act the US Securities Act of 1933 (as
amended)
VWAP volume weighted average price
GBP and p and GBP and pence the legal tender of the United Kingdom
from time to time
US$ or $ US dollars being the legal tender
of the United States from time to
time
Voting Record Time the time and date on which Shareholders
must be on the Company's register
of members in order to be able to
attend and vote at the General Meeting,
being 6.00 p.m. on 09 January 2024
Extract from the Circular - Statistics of the Placement and Open
Offer
Issue Price 11.2625 pence
Number of Existing Ordinary Shares in issue as at the date of this document 640,495,504
Percentage of Existing Ordinary Shares held by CIG as at the Latest Practicable Date 29.999 per cent.
Number of Second Tranche Subscription Shares** 13,987,560
Number of CIG Second Tranche Shares** 142,522,475
Maximum number of Open Offer Shares being offered pursuant to the Open Offer** 35,515,679
Number of New Ordinary Shares* 192,025,714
Enlarged Share Capital* 832,521,218
Market capitalisation of the Enlarged Share Capital at the Issue Price* c. GBP 93.8 million
Maximum percentage of the Enlarged Share Capital represented by the CIG Subscription Shares*** 42.0 per cent.
Percentage of the Enlarged Share Capital represented by the New Ordinary Shares** 23.1 per cent.
Maximum proceeds of the Open Offer* c. GBP 4,000,000
Estimated gross proceeds of the Placement (inclusive of the proceeds of the First Tranche c. $ 27,684,000
Subscription and the CIG First Tranche Subscription, but exclusive of any funds raised
pursuant
to the Open Offer)
ISIN of the Existing Ordinary Shares GB00B60BWY28
ISIN of the Open Offer Shares: Open Offer Entitlement GB00BP2F2566
ISIN of the Open Offer Shares: Excess CREST Open Offer Entitlement GB00BP2F2673
(*) Assuming that the Open Offer is fully subscribed
(**) Assuming that the Resolutions are passed at the General
Meeting
(***) Assuming that the Resolutions are passed at the General
Meeting and there is no uptake under the Open Offer
The exchange rate used throughout this document for converting
US dollars to pounds sterling is 0.7937
Extract from the Circular - Expected Timetable of Principal
Events
Each of the times and dates in the below is indicative only and
may be subject to change by the Company, in which event details of
the new times and dates will be notified to shareholders by
announcement through a Regulatory Information Service.
Record Date for entitlements under the Open Offer 6:00 p.m. on 19 December 2023
Voting Record Date for attendance and voting at the General 6:00 p.m. on 9 January 2024
Meeting
Publication of this Circular and (to Qualifying Non-CREST 21 December 2023
Shareholders only) the Application
Form
Ex-entitlement Date for the Open Offer 8:00 a.m. on 21 December 2023
Open Offer Entitlements and Excess CREST Open Offer As soon as practical after 8:00 pm on 22 December 2023
Entitlements credited to stock accounts
of Qualifying CREST Shareholders in CREST
Latest recommended time and date for requesting withdrawal 4:30 p.m. on 3 January 2024
of Open Offer Entitlements and
Excess CREST Open Offer Entitlements from CREST
Latest time and date for depositing Open Offer Entitlements 3.00 p.m. on 4 January 2024
and Excess CREST Open Offer Entitlements
into CREST
Latest time and date for splitting Application Forms (to 3.00 p.m. on 5 January 2024
satisfy bona fide market claims only)
Latest time and date for receipt of completed Forms of Proxy 1.00 p.m. on 8 January 2024
and receipt of electronic proxy
appointments via the CREST system
Latest time and date for receipt of the completed 11.00 a.m. on 9 January 2024
Application Form and appropriate payment
in respect of Open Offer Shares or settlement of relevant
CREST instruction
Announcement of result of Open Offer 10 January 2024
General Meeting 1.00 p.m. on 10 January 2024
Announcement of results of General Meeting 10 January 2024
Admission and commencement of dealings in the New Ordinary from 8:00 a.m. on 11 January 2024
Shares on AIM
CREST accounts expected to be credited for the New Ordinary from 8:00 a.m. on 11 January 2024
Shares
Latest date for posting of share certificates for the New by 18 January 2024
Ordinary Shares in certificated
form (if applicable)
Certain of the events in the above timetable are conditional
upon, inter alia, the approval of the Resolutions to be proposed at
the General Meeting.
All references to time and dates in this document are to time
and dates in London.
**ENDS**
Notes to Editors:
Hummingbird Resources plc (AIM: HUM) is a leading multi-asset,
multi-jurisdiction gold producing Company, member of the World Gold
Council and founding member of Single Mine Origin
(www.singlemineorigin.com). The Company currently has two core gold
projects, the operational Yanfolila Gold Mine in Mali, and the
Kouroussa Gold Mine in Guinea, which will more than double current
gold production once at commercial production. Further, the Company
has a controlling interest in the Dugbe Gold Project in Liberia
that is being developed by joint venture partners, Pasofino Gold
Limited. The final feasibility results on Dugbe showcase 2.76Moz in
Reserves and strong economics such as a 3.5-year capex payback
period once in production, and a 14-year life of mine at a low AISC
profile. Our vision is to continue to grow our asset base,
producing profitable ounces, while central to all we do being our
Environmental, Social & Governance ("ESG") policies and
practices.
For further information, please visit hummingbirdresources.co.uk or contact:
--
Daniel Betts, Hummingbird Resources Tel: +44 (0) 20 7409
CEO plc 6660
Thomas Hill,
FD
Edward Montgomery,
CD
James Spinney Strand Hanson Limited Tel: +44 (0) 20 7409
Ritchie Balmer Nominated Adviser 3494
-------------------------- ----------------------------
James Asensio Canaccord Genuity Limited Tel: +44 (0) 20 7523
Broker 8000
-------------------------- ----------------------------
Bobby Morse Buchanan Tel: +44 (0) 20 7466
Oonagh Reidy Financial PR/IR 5000
George Pope Email: HUM@buchanan.uk.com
-------------------------- ----------------------------
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END
UPDEAKAFASSDFEA
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