Offer update
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.
