Nordgold announces UNCONDITIONAL on-market ALL CASH offer for Cardinal
- Nordgold is pleased to announce an unconditional on-market cash offer to acquire all of the ordinary shares in Cardinal that it does not already own
- Consideration of A$0.66 per share represents a 164% premium to the closing price on 13 March 2020, the last trading day prior to the announcement of Nordgold’s indicative proposal and request for due diligence to Cardinal («Preliminary Proposal»), and is 10% higher than the highly conditional proposal subsequently announced by Chinese group Shandong Gold
- Values Cardinal at A$347 million / US$241 million based on 100% of the ordinary equity on issue
- Accepting shareholders will receive full cash consideration within 2 business days (on a T+2 basis)
- Offer represents a compelling opportunity for Cardinal shareholders to realise certain and immediate value
London, United Kingdom, 15 July 2020 – Nord Gold SE (“Nordgold” or the “Company”) is pleased to announce an unconditional on-market takeover offer on the ASX of A$0.66 cash per share (“Offer Price”) to acquire all of the issued and outstanding ordinary shares of Cardinal Resources Limited (“Cardinal”) that it does not already own (the “Offer”).
Nordgold is an internationally diversified gold producer, headquartered in the United Kingdom, and with a proven track record of new project development and operational excellence on a global scale, including in West Africa. Nordgold is Cardinal’s largest shareholder with voting power of 18.71%.
Nordgold’s Offer provides Cardinal shareholders with a compelling opportunity to realise clear, certain and immediate value for their shares.
The Offer Price represents:
- A premium of 164% to the closing price of A$0.25 per share on 13 March 2020, the last trading day prior to the announcement of Nordgold’s Preliminary Proposal;
- A premium of 93% to the 20 day volume weighted average price («VWAP») of A$0.34 up to 13 March 2020;
- A premium of 43% to the Cardinal Board approved placement to Shandong on 7 July 2020, conducted at a price of A$0.46; and
- A premium of 10% to Shandong’s highly conditional proposal announced on 18 June 2020.
Nordgold received approval to proceed with the Offer from Australia’s Foreign Investment Review Board on 9 July 2020, having submitted its application on 1 April 2020, and received change of control approval pertaining to Cardinal’s Namdini project from the Government of Ghana on 11 June 2020. The Offer is financed from existing cash reserves and facilities.
The Offer will be conducted as an Australian on-market takeover offer. It is only made for ordinary shares traded on the Australian Securities Exchange (“ASX”) and can only be accepted through the ASX.
Nordgold’s formal Offer period will commence on 30 July 2020 and be open until the close of trading (4pm Sydney time) on 31 August 2020, unless extended or withdrawn in accordance with the Corporations Act 2001 (Cth). Further details are set out in the ASX announcement made by Nordgold’s broker, Taylor Collison, earlier today.
Nordgold is permitted to buy Cardinal shares at the Offer Price from today, and therefore has authorised Taylor Collison to commence purchasing a limited number of Cardinal shares on the ASX. Accepting shareholders will receive cash for those Cardinal shares within two trading days from acceptance. This initial offer to buy Cardinal shares before the beginning of the formal Offer Period is limited to only 170 million shares, and so Cardinal shareholders who wish to accept this offer should instruct their broker accordingly. If Nordgold acquires that number of shares, its holding in Cardinal will be approximately 51% of issued Cardinal shares.
Having carefully considered its strategy in the region, Nordgold is very pleased to extend this unconditional cash offer to Cardinal shareholders.
Nordgold, which is already Cardinal’s largest shareholder, is committed to operating in West Africa, and has the project development expertise and robust balance sheet necessary to underwrite the successful construction and commissioning of the Namdini project, to the benefit of the local community and all stakeholders.
Having received all relevant approvals, including regulatory approvals in Australia and Ghana, Nordgold is able to make its Offer free of all conditions and with attractive expedited settlement terms. We encourage Cardinal shareholders to contact their broker and to accept the Offer.. Nikolai ZelenskiChief Executive Officer
Nordgold is an internationally diversified gold producer, headquartered in the United Kingdom, with 10 operating assets across two continents, including Burkina Faso and Guinea in West Africa, and a portfolio of high quality projects in feasibility study and in advanced exploration stages.
Nordgold is committed to running safe, efficient and profitable operations, which enable strong free cash flow generation and provide for continued investment in the Company’s pipeline of growth opportunities. In 2019, Nordgold produced in excess of one million ounces of gold.
Bacchus Capital acts as exclusive financial adviser to Nordgold, and DLA Piper is acting as legal adviser. Taylor Collison is acting as broker to the Offer.
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This news release and each of the documents referred to herein contains “forward-looking information” within the meaning of applicable securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information, including, for greater certainty, statements regarding the Offer, including the anticipated benefits and likelihood of completion thereof.
Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Nordgold’s current beliefs and is based on information currently available to Nordgold and on assumptions Nordgold believes are reasonable. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Nordgold to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: risks associated with economic conditions, dependence on management and currency risk; risks relating to anti-money laundering laws and regulation; other governmental and environmental regulation; public opinion and perception of the mining industry; risks related to the enforceability of contracts; reliance on the expertise and judgment of senior management of Nordgold; risks related to proprietary intellectual property and potential infringement by third parties; risks inherent in a mining business; risks relating to energy costs; reliance on key inputs, suppliers and skilled labor; cybersecurity risks; tax and insurance related risks; risks related to the economy generally; risk of litigation; conflicts of interest; and risks relating to certain remedies being limited and the difficulty of enforcement of judgments. Although Nordgold has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Nordgold as of the date of this news release and, accordingly, is subject to change after such date. However, Nordgold expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.