Please read this notice carefully – it applies to all persons who view this section of the website
RECOMMENDED CASH ACQUISITION BY SATURN RESOURCES LTD (“BIDCO”), A NEWLY FORMED COMPANY WHOLLY-OWNED BY ETC HOLDINGS (MAURITIUS) LIMITED, OF THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF SHANTA GOLD LIMITED (“SHANTA”) ANNOUNCED ON 20 DECEMBER 2023 (THE “ACQUISITION”).
THIS SECTION OF THE WEBSITE (THE “MICRO-SITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY SHANTA AND/OR BIDCO RELATING TO THE ACQUISITION IN COMPLIANCE WITH THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS (A) NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT SHANTA CONSIDERS TO BE UNDULY ONEROUS (A “RESTRICTED JURISDICTION”) OR (B) NOT FOR DISTRIBUTION IN OR INTO ANY RESTRICTED JURISDICTION. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to information relating to the Acquisition
You are attempting to enter the Micro-site, which is designated for the publication of documents and information in connection with the Acquisition which is proposed to be implemented by way of scheme of arrangement under Part VIII of The Companies (Guernsey) Law, 2008 ("Companies Law").
The full terms and conditions of the Acquisition will be set out in the formal scheme document, which will be made available to shareholders of Shanta in due course (the "Scheme Document"). In deciding whether or not to vote in favour of the Acquisition, shareholders of Shanta should rely only on the information contained and procedures described in the Scheme Document.
Please read this notice carefully – it applies to all persons who view this Micro-site and, depending upon who you are and where you live, it may affect your rights and responsibilities. Shanta reserves the right to amend or update this notice and the information contained herein from time to time, and therefore this notice should be read carefully each time you attempt to visit the Micro-site.
For regulatory reasons, Shanta has to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view the Information, you are required to read the following and then, if you are able to agree, press “I agree” below. If you are unable to agree, you should press “I disagree” and you will not be able to view the Information.
Overseas Persons
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction and the availability of the Information to shareholders who are not resident in the United Kingdom may be affected by the laws of those jurisdictions. Accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view the Information, or viewing the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the Information, please exit this web page by clicking on “I disagree” below. Shanta and Bidco and their respective directors, employees, agents and advisers, do not assume any responsibility for any violation by any person of these restrictions.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving the Information (including custodians, nominees and trustees) must not distribute or send it in, into or from, directly or indirectly, a Restricted Jurisdiction.
By clicking “I agree” below, you represent and warrant that you are not a national of, or resident in, a Restricted Jurisdiction and that Bidco is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation and warranty, do not click on “I agree” below.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this web page by clicking on the “I disagree” box below and seek independent advice.
To the fullest extent permitted by applicable law, Shanta and Bidco and their respective directors, employees, agents and advisers, disclaim any and all responsibility or liability for the violation of such restrictions by any person.
Various contents of the Micro-site have been prepared in accordance with English law and the Code, and, accordingly, the Information may not be the same as that which would have been made available in jurisdictions outside the United Kingdom.
Notice to US investors
The Acquisition relates to the shares of a company registered in Guernsey with a quotation on AIM and is proposed to be made by means of a scheme of arrangement provided for under, Part VIII of the Companies Law A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation of the US Securities Exchange Act of 1934, as amended (the “US Exchange Act“). Accordingly, the Acquisition is subject to disclosure requirements and practices applicable in Guernsey to schemes of arrangement which differ from the disclosure requirements of United States tender offers and proxy solicitation rules. Also, the financial information included in the Micro-site has been prepared in accordance with accounting standards applicable in the United Kingdom and Guernsey and this may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If, in the future, Bidco exercises the right, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder.
It may be difficult for US holders of Shanta shares to enforce their rights and claims arising out of the US federal laws, since Bidco and Shanta are located in, and organised under the laws of, a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Shanta shares may not be able to sue a non-US company or its officers or directors in a non US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction of judgment of a US court.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Acquisition, or passed under the fairness of the Acquisition or passed upon the adequacy or accuracy of any of the Information.
Forward-looking statements
The Information (including any information incorporated by reference) may contain certain forward-looking statements with respect to the financial condition, results of operations and business of Shanta and Bidco and certain plans and objectives of the boards of directors of Shanta and Bidco. These forward-looking statements can be identified by the fact that they do not relate to historical or current facts. Without limitation, any statements preceded or followed by or that include words such as, “plan”, “target”, “believe”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “goal”, “will”, “may”, “should”, “would”, “could” or words or terms of similar import or substance or the negative of such words are forward-looking statements. These statements are based on assumptions and assessments made by the boards of directors of Shanta and Bidco in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty and the factors described in the context of such forward-looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. In any event, these statements speak only as of the date on which they are made, and, subject to compliance with the Code and applicable law, Shanta does not intend, nor undertakes any obligation, to update or revise any such statement except as required by applicable law or regulation.
Basis of access to Information
Access to the Information is being made available by Shanta in good faith and for information purposes only. Any person seeking access to the Information represents and warrants to Shanta and Bidco that he or she is doing so for information purposes only. Making Information available in electronic format does not constitute an invitation or offer to sell or the solicitation of an offer to buy, or subscribe for, shares in Shanta or Bidco nor does it constitute an invitation, solicitation or recommendation by Shanta, Bidco or any other person to any other person to take any other action in relation to the Acquisition.
You should not forward, transmit, share or show the Information to any person. In particular, you should not forward, share or transmit the Information directly or indirectly in, into or from any Restricted Jurisdiction.
If you are in any doubt about the contents of this disclaimer, the Information or the Micro-site or, where applicable, the action you should take, you should seek your own financial advice from, if you are located in the United Kingdom, an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser. Any actions or decisions required by Shanta shareholders in connection with the Acquisition should only be made on the basis of the information set out in documents sent to or made available to Shanta shareholders.
Responsibility
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Shanta and Bidco and each of their respective affiliated companies expressly disclaim any obligation to disseminate, after the date of the posting of any document or announcement on the Micro-site, any updates or revisions to any statements in such documents or announcements in relation to the Acquisition to reflect any change in expectations or events, conditions or circumstances on which any such statements are based, unless the responsibility statement in any relevant document expressly provides otherwise.
In relation to any materials contained on the Micro-site, the only responsibility accepted by the directors of Shanta and/or Bidco and/or other responsible representative of Shanta and/or Bidco (“Responsible Persons“) is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the Micro-site and not for any other information on the website which you may visit on leaving the Micro-site.
None of the Responsible Persons, Shanta, Bidco nor any of their respective directors, employees, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to the Micro-site or Curtis Bank’s website by a third party.
This notice, and any non-contractual obligations arising out of or in connection with this notice, shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
By clicking the link below labelled “I agree” you represent and warrant to each of Shanta and Bidco that:
