Offer from Ganfeng
OFFER (THE "OFFER") FOR BACANORA LITHIUM PLC ("BACANORA") BY GANFENG INTERNATIONAL TRADING (SHANGHAI) LIMITED ("GANFENG").
Please read this Notice carefully. It applies to all persons who view this section of the website (the "Microsite") and, depending on who you are and where you live, it may affect your rights. Please note that this Notice and the information contained in it may be altered or updated from time to time, and should be read in full each time you visit the Microsite. In addition, the contents of this Microsite may be amended at any time in whole or in part at the sole discretion of Bacanora.
Access to the materials contained in the Microsite may be restricted under securities laws in certain jurisdictions. This Notice requires you to confirm certain matters (including that you are not resident or located in such a jurisdiction) before you may obtain access to the information on the website. If you are unable or have any doubt whether you are able to provide the necessary confirmation, you should press 'Decline' and you will not be able to view information about the Offer.
These materials are not directed at or to be accessed by persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or may result in a significant risk of civil, regulatory or criminal exposure if information concerning the acquisition is sent or made available to persons in that jurisdiction (a "Restricted Jurisdiction") and unless otherwise determined by Bacanora and permitted by applicable law and regulation, it is not intended that these materials be accessible by persons resident or located in any Restricted Jurisdiction.
Electronic versions of the materials you are seeking to access are being made available on this Microsite by Bacanora in good faith, for information purposes only and subject to the terms and conditions set out below.
Basis of access
The information contained on this Microsite is in respect of the Offer. In particular, the information contained on this Microsite does not constitute or form part of any offer or invitation, or solicitation of any offer or invitation, to sell or otherwise dispose of, purchase, otherwise acquire or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Bacanora nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Bacanora reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Bacanora ("Responsible Persons") is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Bacanora or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to this Microsite by a third party.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from 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.
Viewing the materials you seek to access may be unlawful 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 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 and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
If you are not permitted to view materials on this Microsite, please exit this Microsite. Should you be in any doubt about whether you are permitted to view materials on this Microsite, you should not access the Microsite and you should take legal advice. Neither Bacanora nor its advisers accepts responsibility for any violation by any person of these restrictions.
Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite to any person. In particular, you should not forward or transmit the announcements, information or documents contained therein to any Restricted Jurisdiction or to any jurisdiction where it would be unlawful to do so.
In accordance with normal UK practice, Ganfeng or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares in Bacanora other than pursuant to the Offer until the Offer becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the London Stock Exchange plc and will be available on the London Stock Exchange plc's website at www.londonstockexchange.com.
Important information for US investors
The Offer relates to securities in a non-US company which is registered in England and Wales which is admitted to trading on the AIM market of the London Stock Exchange plc, and is subject to the disclosure requirements, rules and practices applicable to companies listed in the UK, which differ from those of the United States in certain material respects. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1 under the US Securities Exchange Act of 1934 (the "US Exchange Act"), and otherwise in accordance with the requirements of the UK's City Code on Takeovers and Mergers. Accordingly, the Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures. US Bacanora shareholders should note that the Company is not listed on a US securities exchange, subject to the periodic reporting requirements of the US Exchange Act or required to, and does not, file any reports with the US Securities and Exchange Commission thereunder.
It may be difficult for US Bacanora Shareholders to enforce certain rights and claims arising in connection with the Offer under US federal securities laws since the Company is located outside the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment. You should be aware that Ganfeng may purchase securities otherwise than under the tender offer, such as in open market or privately negotiated purchases.
This Microsite may contain certain forward-looking statements with respect to the Offer and the financial condition, results or operations and business of, Bacanora, Ganfeng and certain plans and objectives of Ganfeng with respect to them. Statements that are not historical facts, including statements about beliefs and expectations, are forward-looking statements. The words 'anticipate', 'target', 'expect', 'estimate', 'intend', 'plan', 'goal', 'believe', 'hope, 'aims', 'continue', 'will', 'may', 'should', 'would', 'could' and similar expressions, among others, generally identify forward-looking statements.
These forward-looking statements (including those relating to the consummation of the Offer and the anticipated benefits of it) are subject to risks and uncertainties that may cause actual results to differ materially from those indicated in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the possibility that any of the conditions to the Offer will not be satisfied, adverse effects on the market price of Bacanora shares and on Bacanora's operating results because of a failure to complete the Offer, negative effects relating to announcement of the Offer or the completion of the Offer on the market price of Bacanora shares, significant transaction costs and/or unknown liabilities, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business combinations or disposals and competitive developments.
These forward-looking statements are based on numerous assumptions and assessments made in light of Bacanora's or, as the case may be, Ganfeng's experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in this Microsite could cause Bacanora's or Ganfeng's plans with respect to Bacanora, Bacanora's actual results, performance or achievements, industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on this Microsite. Bacanora expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law or regulation.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.
This Notice shall be governed by and interpreted in accordance with English law.
THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Confirmation of understanding and acceptance of disclaimer
By accepting below, you:
- confirm that you are permitted to proceed to this Microsite and certify that you are not (nor do you act on behalf of someone who is) resident or located in any country that renders the accessing of this Microsite or parts thereof illegal;
- agree that you will not forward, transfer or distribute (by any means including by electronic transmission) any information or documents included in this Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation;
- represent and warrant to Bacanora that you intend to access this area of the website for information purposes only, that you have read and understood this Notice and that you understand that it may affect your rights or responsibilities; and
- confirm that you have read and understood the Notice set out above and agree to be bound by its terms.
If you are not able to give these confirmations, you should click on I DISAGREE below.