Update regarding possible offer for Kalahari Minerals plc

SOUTH PERTH, Australia, May 11 /CNW/ - Extract Resources Ltd (ASX/TSX/NSX: EXT) ("Extract") notes the announcement by the UK Takeover Panel ("the Panel") on 10 May 2011 that the Hearings Committee of the Panel has rejected the appeal by Kalahari Minerals plc ("Kalahari") in relation to the possible offer from CGNPC Uranium Resources Co. Ltd ("CGNPC-URC").

Extract also notes CGNPC-URC's subsequent announcement on 10 May 2011 made under Rule 2.8 and other relevant provisions of the City Code on Takeovers and Mergers, withdrawing its possible offer for Kalahari on the terms announced on 7 March 2011.

Copies of both announcements are attached.

Extract is continuing with its existing activities, which include the Husab Mine Optimisation and Resource Extension (M.O.R.E.) programme, exploration drilling and the ongoing partnership process to evaluate development options for the Husab Uranium Project. The independent directors of Extract will keep shareholders informed of any further developments.

About Extract Resources

Extract Resources Ltd is an international uranium exploration and development company whose primary focus is in Namibia. The company's principal asset is its 100%-owned Husab Uranium Project which contains one of the fifth largest uranium only deposits in the world. Extensive exploration potential also exists for new uranium discoveries in the region. Extract Resources is listed on the Australian (ASX), Toronto (TSX) and Namibian (NSX) Stock Exchanges.

RNS Number : 3207G
Takeover Panel
10 May 2011

2011/10

POSSIBLE OFFER BY

CGNPC URANIUM RESOURCES CO., LTD. ("CGNPC-URC")

FOR

KALAHARI MINERALS PLC ("KALAHARI")

The Hearings Committee of the Panel (the "Committee") met today to hear an appeal by Kalahari against a ruling of the Executive in relation to CGNPC-URC's possible offer for Kalahari (which was set out in CGNPC-URC's announcement of 7 March 2011).

The issue in the hearing was whether or not CGNPC-URC should be permitted to reduce the price of its possible offer from 290 pence per Kalahari share in circumstances in which the announcement of the possible offer did not contain a reservation of the right to do so.

The Executive had ruled that no such reduction of price was permitted under the provisions of the Code.

The Committee dismissed the appeal. The Committee intends to publish a statement with reasons in due course.

CGNPC-URC has agreed to be bound by the ruling of the Committee and is not seeking to pursue any appeal of its own in relation to the subject matter of the appeal by Kalahari.

Kalahari has the right of appeal to the Takeover Appeal Board.

10 May 2011

This information is provided by RNS
The company news service from the London Stock Exchange

END

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RNS Number : 3379G
CGNPC Uranium Resources Co., Ltd
10 May 2011

10 May 2011

WITHDRAWAL OF POSSIBLE OFFER FOR KALAHARI MINERALS PLC

On 7 March 2011 CGNPC Uranium Resources Co., Ltd. ("CGNPC-URC") announced a possible recommended cash offer for Kalahari Minerals plc ("Kalahari").

Following the announcement that the Hearings Committee of the Panel has ruled that CGNPCURC is not permitted to reduce the price of its possible offer from 290 pence per Kalahari share, CGNPC-URC announces today that it no longer wishes to make an offer for Kalahari on the terms announced on 7 March 2011.

For the purposes of Rule 2.8 and other relevant provisions of the City Code on Takeovers and Mergers (the "Code"), CGNPC-URC reserves the right to announce an offer or possible offer or make or participate in an offer or possible offer for Kalahari and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code within the next six months, in the event that:

a) an agreement or recommendation from the board of Kalahari is forthcoming; or

b) there is an announcement of: (i) an offer; (ii) a possible offer; or (iii) an approach by a third party for Kalahari; or

c) Kalahari announces a "whitewash" proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or a reverse takeover; or

d) Kalahari or Extract Resources Ltd. ("Extract") undertakes or announces an intention to undertake any transaction which would result in Kalahari's current 42.79 per cent interest in Extract being materially reduced; or

e) Extract undertakes or announces an intention to undertake any transaction which would result in Extract's direct or indirect interest in the Husab Uranium Project being materially reduced, or an Extract shareholder meeting is convened to vote on any such transaction; or

f) there is an announcement of: (i) an offer; (ii) a possible offer; or (iii) an approach by a third party for Extract; or

g) there is a material change of circumstances.

Under Rule 2.4(c), where a potential offeror announces indicative offer terms, any offer made by it for the offeree company must be on the same or better terms. Under Note 6 on Rule 2.4, the restriction imposed by Rule 2.4(c) normally applies for a period of three months following the end of the offer period. The Panel Executive has confirmed in this case that: (i) during the three month period following the date of this announcement, CGNPC-URC is not permitted to announce a firm offer for Kalahari at less than 290 pence per share even with the agreement of the board of Kalahari; and (ii) this restriction will not apply in the event that the circumstances described in any of paragraphs (b) to (g) above occur during this three month period.

_______________________________________________________________

This announcement is made in accordance with Rule 2.8 of the Code.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities. This announcement has been prepared in accordance with English law and the Code and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside of the United Kingdom.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Publication on website

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on CGNPC-URC's website at www.cgnurc.com.cn.

This information is provided by RNS
The company news service from the London Stock Exchange

END

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For further information:

please visit www.extractresources.com or contact:

Extract Resources: London Office
Jonathan Leslie, CEO
Tel: +44 (0)20 7317 9220
Extract Resources: Perth Office
Siobhan Lancaster, Company Secretary/Corporate Affairs
Tel: +61 (0)8 9367 2111
slancaster@extractresources.com
Australian Media Enquiries:
MAGNUS Investor Relations/Corporate Communication (Australia)
John Gardner and Dudley White
Tel: +61 (0)2 8999 1010
Mob: +61 (0)413 355 997
Mob: +61 (0) 413 439 883
UK Media Enquiries:
Brunswick Group (UK)
Carole Cable / Pip Green
Tel: +44 (0)20 7404 5959

 

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