ST. HELIER, Jersey, Dec. 3, 2019 /CNW/ - Avesoro Holdings Limited (AHL) and its wholly-owned subsidiary Avesoro Jersey Limited (the Offeror) today announced that the offer to acquire all of the issued and outstanding common shares (the Common Shares) of Avesoro Resources Inc. (Avesoro) not currently owned by the Offeror or any of its affiliates or associates for £1.00 (or its equivalent in Canadian or U.S. dollars) in cash per Common Share (the Offer), as extended on November 22, 2019 for the mandatory extension period, expired at 5:00 p.m. (Toronto time) on December 3, 2019.
Since the Offeror's initial take up of 18,880,713 Common Shares on November 22, 2019, the Offeror has taken up and accepted for payment 1,092,433 Common Shares on November 29, 2019. Computershare Trust Company of Canada (the Depositary)has reported that as at 5:00 p.m. (Toronto time) on December 3, 2019, the expiry time of the mandatory extension period of the Offer, an additional 431,179 Common Shares (the Additional Common Shares) were validly deposited under the Offer and not withdrawn. The Offeror will take up and accept for payment all Additional Common Shares. Payment of £431,179, in the aggregate, for such Additional Common Shares shall be made to the Depositary in accordance with applicable securities laws. If Additional Common Shares were tendered through brokers or financial intermediaries, holders of such Additional Common Shares will receive payment for their shares through their broker or financial intermediary.
Immediately prior to the Offer, the Offeror owned 59,457,152 Common Shares, representing, on a non-diluted basis, approximately 72.9% of the issued and outstanding Common Shares. With the take up of the Common Shares on November 22 and 29, 2019 and the Additional Common Shares, the Offeror will have acquired an aggregate of 20,404,325 Common Shares pursuant to the Offer, being all of the Common Shares validly deposited pursuant to the Offer, representing approximately 92.25% of the Common Shares subject to the Offer. Following this take up and payment, the Offeror will own and control 79,861,477 Common Shares representing, on a non-diluted basis, approximately 97.90% of the issued and outstanding Common Shares.
The Offeror intends to carry out a compulsory acquisition (the Compulsory Acquisition) of all of the remaining issued and outstanding Common Shares that are not currently owned by the Offeror pursuant to the provisions of the Canada Business Corporations Act (the Act). Under the terms of the Compulsory Acquisition, and subject to the terms of the Act, the holders of all remaining Common Shares not currently owned by the Offeror will be entitled to receive the same consideration per share as paid under the Offer, being £1.00 (or its equivalent in Canadian or U.S. dollars) in cash per Common Share.
A notice of compulsory acquisition (the Notice) and letter of transmittal and election (the Letter of Transmittal and Election) will be sent by the Offeror to all registered holders of Common Shares who did not deposit their shares to the Offer to describe, among other things, the process and schedule for completion of the Compulsory Acquisition and the associated actions that such remaining shareholders are required to take on or before 5:00 p.m. (Toronto time) on January 2, 2020. The Notice and Letter of Transmittal and Election will also be made available under Avesoro's profile on SEDAR at www.sedar.com.
The Offeror further announces that it intends to cause Avesoro to apply to delist the Common Shares from the Toronto Stock Exchange (the TSX) and the AIM market of the London Stock Exchange (the AIM) with effect from, or as soon as practicable upon, the completion of the Compulsory Acquisition which is expected to be in early January 2020. The Offeror understands that the London Stock Exchange will grant a waiver from the requirement for Avesoro to seek shareholder consent for the proposed cancellation from AIM pursuant to paragraph (b) of the guidance to AIM Rule 41. Cancellation of admission of the Common Shares to trading on AIM will not happen before January 2, 2020.
Caution Concerning Forward-Looking Statements
Certain statements made in this news release are forward-looking statements, including anticipated future events and circumstances, including in particular, but not limited to, statements relating to the timing of payment for the Additional Common Shares, the Compulsory Acquisition, the proposed voluntary delisting of the Common Shares from the TSX and the AIM, and the grant of a waiver from the London Stock Exchange. Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in or implied by such forward-looking statements. As a result, the Offeror and AHL cannot guarantee that any forward-looking statement will materialize and caution readers against relying on any of these forward-looking statements. The forward-looking statements contained in this news release describe the Offeror's expectations as of December 3, 2019 and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, nether the Offeror nor AHL undertakes any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. For additional information on assumptions and risks underlying certain of the forward-looking statements made in this news release, please consult the notice of variation and extension which is available for review under Avesoro's profile on SEDAR at www.sedar.com.
This announcement is 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 laws of such jurisdiction. The Offer is not made in, nor will deposits of securities be accepted from any person in, any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.
SOURCE Avesoro Jersey Limited
For further information: regarding the Offeror or the Offer, please contact Murathan Doruk Gűnal. [email protected], +90 212 306 07 00.