ST. HELIER, Jersey, Sept. 1, 2019 /CNW/ - Avesoro Jersey Limited (AJL) today announced that it intends to commence a take-over bid to acquire all of the issued and outstanding common shares (the Common Shares) of Avesoro Resources Inc. (the Company) not already owned by AJL or its affiliates for £1.00 cash per Common Share (the Offer). The Offer will be subject to the statutory minimum tender condition that more than 50% of the Common Shares, other than those owned by AJL or its affiliates, are tendered and not withdrawn prior to the expiration of the Offer. The Offer will also be subject to certain other customary conditions.
The Offer is supported by holders of approximately 85.8% of the issued and outstanding Common Shares, including AJL's holdings of approximately 73.9% of the issued and outstanding Common Shares and other supporting shareholders' holdings of approximately 12.9% of the issued and outstanding Common Shares (or approximately 47.5% of the remaining Common shares not already owned by AJL). Such supporting shareholders have entered into "hard" lock-up agreements in support of AJL's proposed acquisition of the Common Shares. The special committee of independent directors of the Company has determined that it is appropriate to take steps to truncate the minimum deposit period for the Offer from 105 days to 35 days, in accordance with applicable Canadian securities laws.
As the Offer will constitute an "insider bid" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Shareholders in Special Transactions (MI 61-101), AJL is required to obtain a formal valuation within the meaning of MI 61-101. Further, the special committee of independent directors of the Company is required to select and engage an independent valuator at AJL's expense; supervise the preparation of a formal valuation by such independent valuator; and use its best efforts to ensure that the formal valuation is completed and provided to AJL in a timely manner. AJL has agreed that it will use its reasonable endeavours to commence the Offer in accordance with applicable Canadian securities laws as soon as it has received the formal valuation and in such time as would allow the Offer to be completed by January 1, 2020.
Concurrently with this announcement, AJL has entered into a loan agreement to provide an additional working capital facility of up to US$5,000,000 to the Company to assist with satisfying its near term cash flow needs.
Cautionary Statement Respecting the Offer
AJL HAS NOT YET COMMENCED THE OFFER NOTED ABOVE. UPON COMMENCEMENT OF THE OFFER, AJL WILL DELIVER A TAKE-OVER BID CIRCULAR TO HOLDERS OF COMMON SHARES IN ACCORDANCE WITH APPLICABLE CANADIAN SECURITIES LAWS AND WILL FILE A TAKE-OVER BID CIRCULAR WITH THE APPLICABLE SECURITIES COMMISSIONS IN CANADA. THE TAKE-OVER BID CIRCULAR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER AND SHOULD BE READ IN ITS ENTIRETY BY THE COMPANY'S SHAREHOLDERS. AFTER THE OFFER IS COMMENCED, THE COMPANY'S SHAREHOLDERS WILL BE ABLE TO OBTAIN, AT NO CHARGE, A COPY OF THE TAKE-OVER BID CIRCULAR AND VARIOUS ASSOCIATED DOCUMENTS UNDER THE COMPANY'S PROFILE ON THE SYSTEM FOR ELECTRONIC DOCUMENT ANALYSIS AND RETRIEVAL (SEDAR) AT WWW.SEDAR.COM. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO BUY OR INVITATION TO SELL, OTHERWISE ACQUIRE, OR SUBSCRIBE FOR ANY SECURITY. THE OFFER WILL ONLY BE MADE PURSUANT TO A FORMAL OFFER AND TAKE-OVER BID CIRCULAR. THE OFFER WILL NOT BE MADE IN, NOR WILL DEPOSITS OF SECURITIES BE ACCEPTED FROM A PERSON IN, ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, AJL MAY, IN ITS SOLE DISCRETION, TAKE SUCH ACTION AS IT DEEMS NECESSARY TO EXTEND THE OFFER IN ANY SUCH JURISDICTION.
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