Minter Ellison has advised Chinese state-owned CGNPC Uranium Resources Company (CGNPC-URC) on its possible recommended cash offer for Kalahari Minerals plc (Kalahari).
Kalahari, advised by Lawrence Graham (London), is an AIM and NSX-listed mining company with uranium, gold, copper and other base metal interests in Namibia.
Its key asset is its approximate 43 per cent holding in Extract Resources Limited, a Perth-based company that is listed on the ASX, TSX and NSX. Extract owns a 100 per cent interest in, and is developing the Husab uranium project in Namibia, which is ranked as the fifth-largest uranium deposit in the world.
CGNPC-URC is a nuclear power producer with interests in nuclear fuels procurement and production.
CGNPC-URC is in discussions to make a cash offer to Kalahari shareholders, which includes Rio Tinto, ITOCHU and APAC Resources.
GCNPC-URC has received irrevocable undertakings from the Kalahari board and, by acquiring control of Kalahari, the 20 per cent threshold for making a takeover offer for Extract would be exceeded.
CGNPC-URC is seeking relief from ASIC to acquire a relevant interest in more than 20 per cent of Extract.
For a formal offer to be made, certain pre-conditions must be satisfied, including the receipt of normal PRC government approvals for outbound investments, grant of ASIC relief, Australian FIRB approval for GCNPC-URC's acquisition of both Kalahari and Extract shares and securing of finance.
"These transactions are further examples of the implementation of the 'go out' policy of the Chinese Government in seeking investments to secure long term supplies of important commodities for the further development of the Chinese economy," said Andrew Thompson, Minter Ellison's lead partner.
Other team members included Marcus Best, Bart Oude-Vrielink, Stephanie Rowland and David Schiavello.
Other legal advisors included Ashurst, advising CGNPC-URC on UK legal aspects; Guantao Law Firm (China), advising CGNPC-URC on PRC law aspects of the transaction and Koep & Partners (Namibia), advising CGNPC-URC on Namibian law aspects.
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