TIDMCEY
RNS Number : 7465Z
Endeavour Mining Corporation
14 January 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE.
ENDEAVOUR ANNOUNCES TERMINATION
OF MERGER DISCUSSIONS WITH CENTAMIN PLC
George Town, January 14, 2020 - Endeavour Mining Corporation
(TSX:EDV) (OTCQX:EDVMF) ("Endeavour") has been informed by Centamin
plc ("Centamin") that it does not intend to seek an extension to
the January 14, 2020, PUSU deadline. Given the lack of information
received, Endeavour confirms that it does not intend to make a firm
offer for Centamin and therefore the merger discussions have been
terminated.
Commenting on this, Sebastien de Montessus stated:
"We remain convinced about the strategic rationale of combining
Endeavour and Centamin to create a diversified gold producer with a
high-quality portfolio of assets. The quality of information
received during the accelerated due diligence process has been
insufficient to allow us to be confident that proceeding with a
firm offer would have been in the best interests of Endeavour
shareholders.
We continue to be disciplined in relation to business
development opportunities and remain sensitive to dilution of our
shareholders given the significant improvement in our business over
the past four years. Following a period of significant investment,
our business is now well positioned to generate significant cash
flow as demonstrated with our net debt reduction of US$52 million
in Q3-2019 and a further circa US$77 million in Q4-2019."
As a result of this announcement, Endeavour and any person
acting in concert with it will, except with the consent of the
Panel on Takeovers and Mergers (the "Panel"), be bound by the
restrictions contained in Rule 2.8 of the City Code on Takeovers
and Mergers (the "Code") for a period of six months from the date
of this announcement.
Under Note 2 on Rule 2.8 of the Code, Endeavour, and any person
acting in concert with it, reserves the right to set aside the
restrictions in Rule 2.8 of the Code in the following
circumstances:
- if the board of Centamin agrees;
- if a third party announces a firm intention to make an offer
for Centamin;
- if Centamin announces a whitewash transaction or a reverse
takeover pursuant to the Code; and/or
- if there has been a material change of circumstances (as
determined by the Panel).
CONTACT INFORMATION
Martino De Ciccio Brunswick Group LLP in London
VP - Strategy & Investor Relations Carole Cable, David Litterick
+44 (0) 203 011 2719 +44 (0) 20 7404 5959
mdeciccio@endeavourmining.com
HSBC Bank plc (Lead Financial Advisor Gleacher Shacklock (Financial
to Endeavour) Advisor to Endeavour)
Anthony Parsons, Laurent Charbonnier, Jan Sanders
Sam Barnett, Alex Thomas +44 (0) 20 7484 1150
+44 (0) 20 7991 8888
Scotiabank (Financial Advisor to Endeavour) Vincic Advisors in Toronto
Sergei Chinkis, Peter Collibee John Vincic
+1 416 863 7411 +1 647 402 6375
john@vincicadvisors.com
Numis Securities Limited (UK Corporate
Broker to Endeavour)
John Prior, Paul Gillam, Alamgir Ahmed
+44 (0) 20 7260 1000
HSBC Bank plc, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to Endeavour Mining Corporation and no
one else in connection with the matters described in this
Announcement and will not be responsible to anyone other than
Endeavour Mining Corporation for providing the protections afforded
to clients of HSBC, or for providing advice in connection with the
matters referred to herein. Neither HSBC nor any of its
subsidiaries or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of HSBC in connection with this Announcement or any
matter referred to herein.
Gleacher Shacklock LLP ("Gleacher Shacklock"), which is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority, is acting exclusively for Endeavour and no one
else in connection with the matters set out in this announcement
and will not be responsible to anyone other than Endeavour for
providing the protections offered to clients of Gleacher Shacklock
or for providing advice in relation to the contents of this
announcement or any matters referred to herein.
Scotiabank Europe plc ("Scotiabank"), which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority is acting
as financial adviser to Endeavour and no one else in connection
with the matters described in this Announcement and will not be
responsible to anyone other than Endeavour for providing the
protections afforded to clients of Scotiabank, or for providing
advice in connection with the matters referred to herein. Neither
Scotiabank nor affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, in contract,
in tort, under statute or otherwise) to any person who is not a
client of Scotiabank in connection with this Announcement or any
matter referred to herein.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority
("FCA"), is acting as UK Corporate Broker exclusively for Endeavour
Mining Corporation and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than Endeavour Mining
Corporation for providing the protections afforded to clients of
Numis, nor for providing advice in relation to any matter referred
to herein.
ABOUT ENDEAVOUR MINING CORPORATION
Endeavour Mining Corporation is a TSX listed intermediate
African gold producer with a solid track record of operational
excellence, project development and exploration in the highly
prospective Birimian greenstone belt in West Africa. Endeavour is
focused on offering both near-term and long-term growth
opportunities with its project pipeline and its exploration
strategy, while generating immediate cash flow from its operations.
Endeavour operates 4 mines across Côte d'Ivoire (Agbaou and Ity)
and Burkina Faso (Houndé and Karma). For more information, please
visit www.endeavourmining.com.
Corporate Office: 5 Young St, Kensington, London W8 5EH, UK
ABOUT CENTAMIN PLC
Centamin plc is a mineral exploration, development and mining
company, dual listed on the London and Toronto Stock Exchange. Its
principal asset, the Sukari Gold Mine ("SGM"), is located in the
Eastern Desert approximately 700 kilometers from Cairo and 25
kilometers from the Red Sea. SGM began production in 2009 and is
the first large scale modern gold mine in Egypt. SGM is jointly
owned by Pharaoh Gold Mines NL and Egyptian Mineral Resource
Authority. In addition to the SGM production asset, Centamin has a
number of exploration projects, the most advanced of which are
located in highly prospective regions within Côte d'Ivoire and
Burkina Faso. The company's exploration licence holdings include
2,721 km(2) in Côte d'Ivoire and 1,850 km(2) in Burkina Faso.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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