ASX Release

London

2020/07/25

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


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.


Nikolai Zelenski, Chief Executive Officer, said:

“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.”


About Nordgold

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.


Advisers

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.

©2019 by Bacchus Capital Advisers Authorised and regulated by the Financial Conduct Authority