Compulsory acquisition and delisting (6811X)

TIDMKAH

RNS Number : 6811X

CGNPC Uranium Resources Co., Ltd

17 February 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

17 February 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"))

Compulsory acquisition and delisting

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.

On 3 February 2012 Taurus declared the Offer unconditional in all respects.

On 14 February 2012 Taurus further announced that the Offer would close at 1:00 p.m. (London time) on 28 February 2012.

Compulsory acquisition

As at 1:00 p.m. (London time) on 17 February 2012, Taurus may count 253,419,642 Kalahari Shares, representing approximately 94.8 per cent. of the issued share capital of Kalahari, towards acceptance of the Offer. These acceptances include acceptances received in respect of 20,568,813Kalahari Shares, representing approximately 7.7 per cent. of the existing issued share capital of Kalahari, which were subject to irrevocable undertakings procured by Taurus from the Kalahari Directors.

Having received valid acceptances in respect of more than 90 per cent. in nominal value of the Kalahari Shares to which the Offer relates, Taurus has resolved to exercise its rights under Chapter 3 of the Companies Act 2006 to acquire compulsorily all of the outstanding Kalahari Shares which it does not already hold or has not already acquired, contracted to acquire or in respect of which it has not already received valid acceptances (the "Compulsory Acquisition").

Taurus will make a further announcement in relation to the progress of the Compulsory Acquisition in due course.

Delisting

Following the Offer having been declared wholly unconditional and valid acceptances having been received for in excess of 75 per cent. or more of the voting rights of Kalahari, Taurus intends to procure that Kalahari applies to AIM for the cancellation of trading in Kalahari Shares in accordance with the requirements of the AIM Rules ("Cancellation"). Such Cancellation will be conditional upon completion of the Compulsory Acquisition, following which Kalahari will be wholly owned by Taurus.

Enquiries:

 
Deutsche Bank (Financial adviser to CGNPC-URC, CADFund and 
 Taurus) 
Omar Faruqui                  Tel: +44 20 7545 8000 
 Geoff Tarrant                 Tel: +61 28258 1234 
 Pei-Shen Chou                 Tel: +852 2203 8888 
 
College Hill (Public Relations adviser to CGNPC-URC and Taurus) 
Tony Friend                   Tel: +44 20 7457 2020 
 Alexandra Roper 
 Henry Chow                    Tel: +852 3791 2289

_______________________________________________________________

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the FSA. Details about the extent of Deutsche Bank AG's authorisation and regulation by the FSA are available on request. Deutsche Bank AG, London Branch (and its affiliates) are acting as financial adviser to CGNPC-URC, CADFund and Taurus and no one else in connection with the contents of this announcement and the Offer and will not be responsible to any person other than CGNPC-URC, CADFund and Taurus for providing the protections afforded to clients of Deutsche Bank AG, London Branch (or its affiliates), nor for providing advice in relation to the Offer or any matters referred to herein.

This information is provided by RNS

The company news service from the London Stock Exchange

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