NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO ANY
JURISDICTION OTHER THAN THE UK
SHARE FOR SHARE OFFER
BY
WORLDWIDE NATURAL RESOURCES PLC ("WNR")
FOR
CONDOR RESOURCES PLC ("Condor")
3 June 2009
The Board of WNR is pleased to announce the terms of an offer to be made by WNR
for the whole of the issued and to be issued ordinary share capital of Condor
(the "Offer").
On 24 April 2009 Classdrive Plc announced that it was considering making an
offer for Condor. Following this announcement and following any requests from
the Condor Board, the Takeover Panel made a ruling under the Takeover Code that
Classdrive must by 5pm on 3 June 2009 either announce an offer for Condor or
announce that it does not intend to make an offer. WNR acquired Classdrive as
of today, therefore WNR replaces Classdrive in making this announcement in
satisfaction of the deadline imposed on Classdrive by the Takeover Panel.
SUMMARY
The Offer values the whole of the issued ordinary share capital of Condor at
approximately £1,486,402 as of 2 June 2009. The directors of WNR consider that
the Offer is generous in light of their analysis of Condor particularly as:
1. the Company has limited cash resources;
2. its monthly committed cash expenditure is significant;
3. Condor's potential financial exposure in the event that the Company
discontinues its operations in Central America; and
4. the Company has no operating cash flow.
WNR has received irrevocable undertakings to accept the Offer in respect of a
total of 20 million shares in Condor, which represents 6.05% of Condor's
current issued share capital. The irrevocable undertakings have been signed on
behalf of Mr Michael Silver, who is the beneficial owner of 5 million Condor
Shares, held via Pershing Nominees Limited and on behalf of Global Investment
Strategy UK Limited, which is the beneficial owner of 15 million Condor Shares,
held through Hargreaves Hale Nominees Limited.
Michael Silver is acting in concert with WNR, as he is a director of Classdrive
which was acquired by WNR as of today's date. He holds 5 million ordinary
shares in Condor through Pershing Nominees Limited, which represents 1.5% of
Condor's current issued share capital.
As the Offer is a reverse takeover for WNR, WNR will obtain competent
independent advice in accordance with Rule 3 of the Takeover Code.
The Offer
The Offer, which will be subject to the conditions set out in Appendix 1, will
be made on the following basis:
For every 1 Condor Share, a shareholder in Condor will receive 1 New WNR Share
of 0.1p each (following the Subdivision, discussed below).
On the basis of the closing middle market quotation for a WNR Share of 0.45
pence, on 2 June 2009, the last dealing day before this Announcement, the value
of the Offer is 0.45 pence per Condor Share. However, shareholders should be
aware that, based on the closing price on 2 June 2009 the current market price
of WNR is £0.49 million and the current market capitalisation of Condor is
approximately £2.7 million, therefore, it is likely that the value of WNR
Shares will be materially impacted if the Offer is successful.
Any New WNR Shares issued pursuant to the Offer will be issued credited as
fully paid and will rank pari passu in all respects with the existing WNR
Shares.
The issue of securities in connection with the Offer may require a prospectus,
if required it will need to be approved by the United Kingdom Listing
Authority.
Full acceptance of the Offer would, based on the current issued share capital
of Condor, involve the issue of 330,311,753 New WNR Shares, which would
represent 75.39% of WNR's enlarged issued ordinary share capital following
completion of the Offer.
All Condor Shares will be acquired free from all liens, charges, encumbrances
and other interests and together with all rights now and hereafter attaching
thereto including the right to receive all dividends and other distributions
hereafter declared, made or paid.
WNR currently has 107,833,333 ordinary shares of 0.5 pence each in issue and is
currently trading below its nominal value of 0.5 pence. The Offer is
conditional upon the approval of the following Resolutions by WNR shareholders:
1. That subject to Resolution 2, each WNR Share be subdivided into one new
ordinary share of 0.1 pence each and four deferred shares of 0.1 pence each;
and
2. That subject to the passing of Resolution 1, the granting of authority under
s.80 of the Act to the directors to allot the New WNR Shares to the extent
needed to fulfil the Offer.
WNR has received no irrevocable undertakings to approve the Resolutions.
The Offer is also conditional upon the resolution to issue 140 million Condor
Shares pursuant to a share exchange agreement between Condor and Grafton
Resource Investments Limited not being passed at the General Meeting to be held
on 12 June 2009. This resolution is subject to a vote by Condor shareholders in
accordance with Rule 21 of the Takeover Code. If this resolution is passed, WNR
will seek the consent of the Takeover Panel to lapse the Offer.
Background to and reasons for the Offer
* The WNR Board considers that the present Condor Board is not operating
Condor to maximise benefit to shareholders and the acquisition would
benefit both the shareholders of WNR and Condor.
* It is the view of the WNR Board that, in time, if properly financed and
managed Condor will produce significant positive cash flows and will be
well positioned to take advantage of other expansion opportunities not
presently available. At present, the WNR Board considers that the Condor
Board is not managing the resources of the Company effectively. WNR would
be able to add value to existing assets and to pursue other opportunities.
In the view of the WNR Board, Condor Shareholders would benefit from
accepting the Offer.
Information on WNR
WNR is an investment vehicle, currently listed on PLUS with a market
capitalisation of £0.49 million as of 2 June 2009. WNR was incorporated on 6
July 2005 by Griffin Corporate Finance Limited, an AIM-traded UK and US based
investment-banking business.
The directors of Griffin and WNR considered that it was an opportune time to
seek admission to PLUS for a new investment company that would look to make a
reverse acquisition or investments in due course. On 23 February 2006, the
directors of the Company, Mr. Gervais and Mr. Tenuta were appointed and Griffin
disposed of the majority of its shareholding in the Company during 2006.
The WNR Board has experience and commercial relationships in development,
research, and commercial activity in the natural resource sector. The WNR Board
intends to continue to identify and commercially exploit potential
opportunities in the natural resource sector on a global basis.
Luca Tenuta, is the chief executive officer of WNR. He has financial and
corporate experience in the UK and Italy. He worked as an credit and risk
analyst for CSFB and Banca Intesa London since July 2001. In addition he is
currently an associate of Capital Partners Group (Private Equity group) and a
director for Ten Brothers Limited (Business Solutions Company) in London. Luca
Tenuta is an FSA approved person (FSA registration CF30). He is also the chief
executive officer of White Star Energy Plc, a company traded on AIM.
Humphrey Charles Gervais, (B.Sc. Applied Science, Queen's University, Graduate
Studies at Stevens Institute and the University of Western Ontario), age 61, is
a Professional Engineer whose career has spanned almost 40 years in general
management, operations, research, and sales and marketing - firstly with
several multinational corporations, then as a consultant, and currently in his
own business. He is a member of the 3i non-executive directors pool and has
served as a director on the board of Menus.com LLP, and also as a non-executive
director for Techcreation plc. He has been a member of the board of Worldwide
Natural Resources plc as a non-executive director since February 2006.
WNR's investment criteria is:-
* to acquire or invest in businesses with a focus on manufacturing or
services or technology companies in the natural resource sector;
* to acquire target businesses which are profitable or have significant asset
value; and
* to fund any such acquisition by way of issue and allotment of new ordinary
shares or rights to subscribe for ordinary shares in WNR.
Following the appointment of the directors, the WNR Board has identified a
number of potential acquisition and investment opportunities and in January
2009, WNR made an investment of £160,000 in Creative Entertainment Group Plc, a
company listed on PLUS by way of the purchase of 16,000,000 ordinary shares in
CEG.
WNR has recently entered into negotiations to purchase a company incorporated
in Cyprus which owns or will own 74% of the shares of a company incorporated in
South Africa which has as its main asset a coalmine in South Africa (the
"Transaction").
It is anticipated that $500,000 will be raised by a placing within the next few
weeks. This placing will provide additional capital for WNR.
$4,500,000 is expected to by raised by a placing prior to the Transaction and
it is anticipated that WNR will seek admission to AIM. The price of the placing
has not yet been decided and such funds are likely to be raised after the Offer
has gone wholly unconditional or lapsed. The placing may be delayed or may not
happen at all and the Offer is not subject to this placing. The placing is
subject to the Subdivision, , the passing of a special resolution to disapply
pre-emption rights pursuant to s.95 of the Act and s.80 authority under the
Act. Admission to AIM may be delayed or may not happen at all.
WNR currently has an issued share capital of 107,833,333 ordinary shares of
0.05 pence each. WNR's major shareholders are:
- White Star Energy Plc holds 9,000,000 ordinary shares in WNR being 8.35% of
WNR's entire issued share capital through Jim Nominees Limited;
- Mr Paul Castle holds 19,750,000 WNR Shares being 18.32% of WNR's entire share
capital, of which 13,875,000 WNR Shares being 12.87% are held by his nominee
Lynchwood Nominees Limited.
Information on Condor
Condor Resources Plc is a UK based AIM listed exploration company with a focus
on the exploration and development of gold and silver resources within Central
America.
As detailed on its website, Condor owns a portfolio of concessions largely
prospective for high-grade gold and silver in Nicaragua and El Salvador in
Central America.
Condor released a Circular on 27 May 2009, whereby the Company is seeking
shareholder approval for the issue of 140 million shares pursuant to a share
exchange agreement between Condor and Grafton Resource Investments Limited
pursuant to Rule 21 of the Takeover Code.
As of 2 June 2009, Condor had a market capitalisation of approximately £2.7
million. During the year ending 31 December 2007, Condor made a loss of £
1,359,993. Its net assets were valued at £6,738,856 of which £1,111,020 was
cash or cash equivalent as stated in its unaudited results. For the 6 months to
30 June 2008, Condor made a loss of £564,141. Its net assets were valued at £
8,073,513 of which £2,299,732 was cash or cash equivalent. This information was
taken from Condor's unaudited interim results dated 30 June 2008.
Management and Employees
WNR anticipates that in due course the Condor Board will be replaced by its own
directors and additional directors.
WNR confirms that following the Offer becoming unconditional, the existing
employment rights, including pension rights, of the management and employees of
Condor will be fully safeguarded.
Target's Convertible Securities
The Offer will extend to any Condor Shares issued or unconditionally allotted
or issued whilst the Offer remains open for acceptance (or by such earlier date
as WNR, subject to the Takeover Code, may decide), including any Condor Shares
unconditionally allotted or issued upon exercise of options. To the extent that
such options are not so exercised, and if the Offer becomes or is declared
unconditional in all respects, WNR will make appropriate proposals to option
holders in due course.
General Meeting
The acquisition of Condor requires, inter alia, the approval of WNR
shareholders of the Subdivision and the issue of the New WNR Shares. A WNR
general meeting will be held for this purpose as soon as practicable.
WNR has received no irrevocable undertakings to approve the Resolutions.
Press Enquiries
Atlantic Law Llp, One Great Cumberland Place, London W1H 7AL.
Atlantic Law Llp which is regulated by the Financial Services Authority, is
acting for WNR in connection with the Offer and no-one else and will not be
responsible to anyone other than to WNR for providing the protections afforded
to customers of Atlantic Law Llp nor for providing advice in relation to the
Offer.
A copy of this announcement is available at www.atlantic-law.com.
Existing Overseas Shareholders
The Offer will not be made, directly or indirectly, in or into, or by use of
the mails of, or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce
of, or any facility of any securities exchange of, the United States, Canada,
Australia, Japan or any other jurisdiction and will not be capable of
acceptance by any such use, means instrumentality or facility or from within
the United States, Canada, Australia, Japan or any other jurisdiction.
Accordingly, neither this announcement nor the Offer Document is being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
transmitted, distributed or sent in, into or from the United States, Canada,
Australia, Japan or any other jurisdiction. Doing so may render invalid any
purported acceptance of the Offer. All Condor Shareholders or other persons
(including nominees, trustees or custodians) who would or otherwise intend to,
or may have a contractual or legal obligation to, forward this announcement or
the Offer Document to any jurisdiction outside the United Kingdom should
refrain from doing so and seek appropriate professional advice before taking
any action.
General
The formal Offer Document setting out details of the Offer will be sent to
Condor Shareholders and persons with information rights as soon as practicable.
Atlantic Law Llp is the legal adviser to WNR.
Appendix 1 contains the condition and certain further terms of the Offer.
Appendix 2 contains the sources and bases of information used in this
announcement. Appendix 3 contains definitions of certain terms used in this
announcement.
This announcement does not constitute an offer to sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval or an offer to buy or subscribe for any securities pursuant to the
Offer or otherwise. The Offer will be made solely by the Offer Document and the
Form of Acceptance accompanying the Offer Document, which will contain the full
terms and conditions of the Offer, including details of how the Offer may be
accepted. The Offer Document will be posted to those Condor Shareholders able
to receive it in due course. Those Condor Shareholders receiving the Offer
Document are strongly advised to read it in full, as it will contain important
information.
The laws of the relevant jurisdictions may affect the availability of the Offer
to persons who are not resident in the United Kingdom. Persons who are not
resident in the United Kingdom or who are subject to laws of any jurisdiction
other than the United Kingdom, should inform themselves about, and observe, any
applicable requirements. Any person (including nominees, trustees and
custodians) who would, or otherwise intends to, forward this announcement, the
Offer Document and/or the Form of Acceptance or any accompanying document to
any jurisdiction outside the United Kingdom should refrain from doing so and
seek appropriate professional advice before taking any action.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1% or more of any class of
"relevant securities" of WNR or of Condor, all "dealings" in any "relevant
securities" of either company (including by means of an option in respect of,
or a derivative referenced to, any such "relevant securities") must be publicly
disclosed by no later than 3.30 pm (London time) on the London business day
following the date of the relevant transaction. This requirement will continue
until the date on which the Offer becomes, or is declared, unconditional as to
acceptance, lapses or is otherwise withdrawn or on which the "offer period"
otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in relevant
securities" of WNR or Condor, they will be deemed to be a single person for the
purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Takeover Code, all "dealings" in
"relevant securities" of WNR or of Condor by WNR or Condor, or by any of their
respective "associates", must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant
transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative reference to, securities.
Terms in quotation marks are defined in the Takeover Code, which can also be
found on the Takeover Panel's website. If you are in doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Takeover Panel.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
Conditions of the Offer
The Offer will comply with the applicable rules and regulations of AIM and the
Takeover Code, will be governed by English law and will be subject to the
jurisdiction of the courts of England and to the terms and condition set out
below, in the Offer Document and in the Form of Acceptance:-
Condition 1
The Offer will be subject to valid acceptances being received (and not, where
permitted, withdrawn) by not later than 1.00 pm (London time) on the first
closing date of the Offer (or such later time(s) and/or date(s) as WNR may,
subject to the rules of the Takeover Code, decide) in respect of such number of
Condor Shares which, together with the WNR Shares acquired or agreed to be
acquired by Condor or parties acting in concert with Condor, before or during
the offer period will result in WNR and any party acting in concert with it
holding Condor Shares which together carry more than 50 per cent of the voting
rights then normally exercisable at a general meeting of Condor.
For the purposes of this condition:-
i) Condor Shares which have been unconditionally allotted but not issued before
the Offer becomes or is declared unconditional as to acceptances, whether
pursuant to the exercise of any outstanding subscription or conversion rights
or otherwise, shall be deemed to carry the voting rights they will carry upon
issue; and
ii) the expression "Condor Shares to which the Offer relates" shall be
construed in accordance with Chapter 3 of Part 28 of the Companies Act 2006.
If the Offer lapses, the Offer will cease to be capable of further acceptance
and WNR and Condor Shareholders shall thereupon cease to be bound by prior
acceptances delivered on or before the time when the Offer lapses.
Condition 2
WNR currently has 107,833,333 ordinary shares of 0.5 pence each in issue and is
currently trading below its nominal value of 0.5 pence. The Offer is
conditional upon the approval of the following Resolutions:
1. That subject to Resolution 2, each WNR Share be subdivided into one new
ordinary share of 0.1 pence each and four deferred shares of 0.1 pence each;
and
2. That subject to the passing of Resolution 1, the granting of authority under
s.80 of the Act to the directors to allot the New WNR Shares to the extent
needed to fulfil the Offer.
Condition 3
The Offer is conditional upon the resolution to issue 140 million Condor Shares
pursuant to a share exchange agreement between Condor and Grafton Resource
Investments Limited not being passed.
Other Conditions
1. It being established in terms satisfactory to WNR that the proposed
acquisition of Condor, or any matters arising from it, will not be referred to
Competition Commission under the Enterprise Act 2002 and/or that it is not the
intention of the European Commission, pursuant to Council Regulation (EC)
139.2004, either to initiate proceedings under article 6(1)(c) or to make a
referral to a competent authority of the United Kingdom under article 9(1).
2. No government or governmental, quasi-governmental, supranational, statutory
or regulatory body, court, trade agency, professional association or any other
person or body in any jurisdiction ("Authorities") having instituted or
threatened any action, proceedings, suit enquiry or investigation or made,
proposed or enacted after the date of this announcement any statute, regulation
or order that would or might:
(a). make the Offer illegal or otherwise restrain, prohibit, restrict or
interfere in or delay implementation of, or impose additional conditions or
obligations with respect to, or otherwise challenge the proposed acquisition of
Condor by WNR.
(b). impose any limitation on the ability of WNR to acquire or hold or
effectively to exercise all rights of ownership of Condor Shares or to exercise
management control over Condor.
(c). otherwise adversely affect the business, profits or prospects of Condor;
and
all applicable waiting periods during which any such Authority could institute,
implement or threaten any such action, proceedings, suit, enquiry or
investigation having expired or been terminated.
3. There being no provision of any arrangement, agreement, licence or other
instrument to which Condor is a party, or by or to which any of Condor's assets
may be bound or be subject, which could, in consequence of the Offer, result
in:
(a). monies borrowed by or other indebtedness of any such member being or
becoming repayable or capable of being declared repayable prior to their stated
maturity or the ability of any such member to incur indebtedness being
withdrawn or inhibited;
(b). any arrangement, agreement, licence, or other instrument being terminated
or adversely modified or adverse action being taken or an onerous obligation
arising under it;
(c). the interests or business of Condor in or with another firm, venture,
company, body or asset (or any arrangements relating to that business or
interests) being terminated, modified or affected;
(d). Condor ceasing to be able to carry on business under a name under which it
presently does so;
(e). the creation of a mortgage, charge, security or other interest over the
whole or any part of the business, property, or assets of Condor (whenever
arising or having arisen) becoming enforceable; or
(f) the disposal of assets or creation of liabilities by Condor (other then in
the ordinary course of business).
4. All necessary filings having been made, all appropriate waiting periods
under any applicable legislation or regulation of any territory having expired
or been terminated, all necessary statutory and regulatory obligations in
connection with the Offer in any jurisdiction having been complied with and all
authorisations, orders, grants, recognitions, confirmations, clearances,
consents, permissions and approvals necessary for or appropriate to the
proposed acquisition in any jurisdiction being obtained in terms and in form
satisfactory to WNR from all appropriate authorities or persons with whom
Condor has entered into contractual arrangements and those authorisations,
orders, grants, recognitions, confirmations, clearances, consents, permissions
and approvals remaining in full force and effect and no notice of an intention
to revoke or not to renew them having been received.
5. Other than as disclosed in Condor's unaudited interim results for the six
months ending June 2008 announced on 29 September 2008, publicly announced
through a Regulatory Information Service so far as WNR is aware:
(a) save for options granted and for the issue of shares on the exercise of
options granted prior to June 2008, Condor has not issued or authorised or
proposed the issue of additional shares of any class or securities convertible
into, or rights, warrants or options to acquire, any shares or other securities
or redeemed, purchased or reduced any part of its share capital;
(b) Condor has not declared, paid or made or proposed to declare, pay or make a
dividend, bonus or other distribution (whether payable in cash or otherwise) in
respect of the any shares in Condor;
(c) Condor has not authorised or proposed or made an announcement of an
intention to propose a merger or demerger or acquisition or change in its share
or loan capital or, save in the ordinary course of business, a disposal of
assets, creation of a mortgage or encumbrance over assets (or any right, title
or interest in any assets) or issue of debentures;
(d) Condor has not otherwise than in the ordinary course of business incurred
or increased any indebtedness or contingent liability which is material in the
context of Condor or taken as a whole, or entered into a material contract,
arrangement, reconstruction or amalgamation;
(e) Condor has not purchased, redeemed, or announced a proposal to purchase or
redeem any of its own shares or other securities;
(f) Condor has not proposed a voluntary winding-up;
(g) Condor has not been unable, or admitted in writing that it is unable to pay
its debts or having stopped or suspended (or threatened to stop or suspend)
payment of its debts generally or ceased or threatened to cease carrying on all
or a substantial part of its business;
(h) Condor has not disposed or transferred, mortgaged, or encumbered assets or
any right, title or interest in an asset or entered into a contract or
commitment (whether in respect of capital expenditure or otherwise) which is of
a long-term or unusual nature or which involves or could involve an obligation
of a nature or magnitude which is material in the context of Condor;
(i) Condor has not entered into or varied the terms of a service or consultancy
agreement with or in respect of the services of any of the directors of Condor;
(j) Condor has not entered into an agreement or commitment or passed a
resolution with respect to a transaction or event referred to in this paragraph
(other than those specifically excluded).
6. Other than as disclosed in Condor's unaudited interim results for the six
months ending June 2008 announced on 29 September 2008, publicly announced
through a Regulatory Information Service so far as WNR is aware:
(a) there having been no receiver or administrative receiver or administrator
appointed over a material part of the assets of Condor or analogous proceedings
or steps having taken place under the laws of any relevant jurisdiction and
there having been no petition presented for the administration of Condor or any
equivalent proceedings or steps taken under the laws of any relevant
jurisdiction;
(b) there having been no material adverse change in the financial or trading
position or prospects of Condor;
(c) no material litigation, arbitration proceedings, prosecution or other legal
proceedings having been instituted or threatened or remaining outstanding
against or by Condor (whether as plaintiff or defendant or otherwise); and
(d) no contingent liability having arisen which might be likely materially and
adversely to affect a member of Condor.
7. Other than as disclosed in Condor's unaudited interim results for the six
months ending June 2008 announced on 29 September 2008, publicly announced
through a Regulatory Information Service:
(a) that the financial or business information concerning Condor as contained
in the information publicly disclosed at any time by Condor either contains a
material misrepresentation of fact or omits a fact necessary to make the
information contained in it not materially misleading or that any contingent
liability disclosed in that information would or might materially and adversely
affect directly or indirectly the business, profits, or prospects of Condor;
(b) that a partnership or company in which Condor has a significant economic
interest and which is not a subsidiary of Condor is subject to a material
liability, contingent or otherwise, which is not disclosed in the annual report
and accounts of Condor for the interim financial year ending June 2008;
8. If WNR is required by the Panel to make an offer or offers for Condor shares
under the provisions of Rule 9 of the City Code, WNR may make such alterations
to the conditions as are necessary to comply with the provisions of that rule.
Certain further terms of the Offer:
1. The Offer will comply with the Takeover Code and will be governed by and
construed in accordance with English law. The English courts will have
exclusive jurisdiction for determining any matter which may arise under or in
connection with any such contract.
2. The Condor Shares will be acquired by WNR fully paid and free from all
liens, charges, equitable interests, encumbrances, rights of pre-emption and
any other interests of any nature whatsoever and dividends and other
distributions (if any) declared, made or paid on or after the date on which the
Offer becomes or is declared unconditional. On accepting the Offer, each Condor
shareholder foregoes all rights to any future dividend or undeclared dividends
or other returns of capital of Condor.
Under Rule 13.4 of the Takeover Code, an offeror should not invoke any
condition or pre-condition of an offer so as to cause an offer not to proceed,
to lapse or to be withdrawn unless the circumstances which give rise to the
right to invoke the condition or pre-condition are of material significance to
the offeror in the context of that offer. The acceptance condition is not
subject to Rule 13.4.
APPENDIX 2
Sources and Bases of Information
1. Historic share prices are sourced from the London Stock Exchange and the
PLUS Market website and represent the closing middle market prices for WNR and
Condor on the relevant dates.
2. The value of the entire issued share capital of Condor is based upon the
number Condor shares in issue as published on Condor's website on 2 June 2009
(representing the entire issued share capital of Condor).
3. The value of the entire issued share capital of WNR is based upon the number
WNR shares in issue as published on the PLUS website on 2 June 2009
(representing the entire issued share capital of WNR).
4. Unless otherwise stated, the financial information relating to WNR contained
in this announcement is extracted from the interim management statement
released on the PLUS website on 9 March 2009.
APPENDIX 3
Definitions
"Act" the Companies Act 1985 as amended, and those
sections of the Companies Act 2006 which have been
enacted;
"AIM" the AIM Market of the London Stock Exchange;
"Canada" Canada, its provinces and territories and all areas
subject to its jurisdiction;
"Circular"
the circular issued by Condor on 27 May 2009;
"Classdrive"
Classdrive Plc, a company incorporated in England
and Wales under company number 05931702;
"Condor" or "Company" Condor Resources Plc, a company incorporated in
England and Wales under company number 5587987;
"Condor Board"
the current board of directors of Condor;
"Condor Shareholders"
current shareholders in Condor;
"Condor Shares"
the ordinary shares of 1 pence each in Condor;
"CEG"
Creative Entertainment Group Plc, a company
incorporated in England and Wales under company
number 05310224;
"Form of Acceptance" the form of acceptance and authority relating the
Offer which will in the case of Condor Shareholders
"Griffin" who hold their shares in certificated form,
accompany the Offer Document;
"Japan"
Griffin Corporate Finance Limited
Japan, its cities and prefectures, territories and
possessions;
"London Stock Exchange" London Stock Exchange plc;
"New WNR Shares" ordinary shares of 0.1 pence each in WNR following
the Subdivision;
"Offer" the proposed share for share offer to be made by WNR
to acquire the entire issued and to be issued share
"Offer Document" capital of Condor subject to the conditions to be
set out in the Offer Document and, where the context
admits, any subsequent revision, variation,
extension or renewal thereof;
the document proposed to be sent to holders of
Condor Shares containing, amongst other things, the
terms and conditions of the Offer and where
appropriate, any other document(s) containing terms
and conditions of the Offer;
"PLUS" the PLUS quoted market of PLUS Markets plc;
"Subdivision" each WNR Share be subdivided into one new ordinary
share of 0.1 pence each and four deferred shares of
"Takeover Code" 0.1 pence each;
"Takeover Panel" the City Code on Takeovers and Mergers;
"Transaction" the Panel on Takeovers and Mergers;
"United States" WNR has recently entered into negotiations to
purchase a company incorporated in Cyprus which owns
"WNR" or will own 74% of the shares of a company
incorporated in South Africa which has as its main
"WNR Board" asset a coalmine in South Africa.
"WNR Shares" the United States of America, its territories and
possessions, any state of the United States of
"£" America and District of Colombia and all other areas
subject to its jurisdiction;
"$"
Worldwide Natural Resources, a company incorporated
in England and Wales under company number 05501024;
the current board of directors of WNR;
ordinary shares of 0.5 pence each in WNR;
UK pounds sterling (and references to "pence" shall
be construed accordingly); and
US dollar.
7
END