Saturn Resources (Bidco) confirms that it has reached an agreement with the independent Shanta directors on the terms of a recommended increased and final cash offer by Bidco for the entire issued, and to be issued, share capital of Shanta not already owned by any member of the Bidco group.

Shanta and Bidco, a wholly-owned subsidiary of ETC Holdings, in December announced that they had reached agreement on the terms and conditions of a recommended cash acquisition, pursuant to which Bidco would acquire the entire issued, and to be issued, share capital of Shanta not already owned by any member of the Bidco group.

It is intended that the acquisition will be implemented by way of a court-sanctioned scheme of arrangement.

Following feedback received from Shanta shareholders in connection with the scheme, the independent Shanta directors announced on February 29 that they had adjourned the court meeting and the general meeting originally convened for that date.

Under the terms of the increased and final offer, scheme shareholders will be entitled to receive 14.85p in cash for each scheme share.

The increased and final offer price values the entire issued, and to be issued, share capital of Shanta at about £156.1-million and represents an increase of 10% on the original consideration.

In addition, and as set out in the scheme document, each Shanta shareholder will be entitled to receive and retain an interim dividend of up to 0.15p apiece.

The increased and final offer price payable to scheme shareholders under the terms of the increased and final offer will be financed partly from the existing cash resources available to the Bidco group and partly from debt financing to be provided by Standard Bank of South Africa (acting through its Isle of Man branch) and Nedbank (acting through its Nedbank Corporate and Investment Banking division).

Berenberg, in its capacity as financial adviser to Bidco, says it is satisfied that sufficient resources are available to Bidco to enable it to satisfy in full the cash consideration payable to scheme shareholders under the terms of the increased and final offer.

As at March 19, Bidco had received irrevocable undertakings and letters of intent to vote, or procure the vote, in favour of the scheme at the court meeting and the resolution to be proposed at the general meeting in respect of 300.04-million Shanta shares, representing about 29.81% of the voting scheme shares and about 28.54% of the existing issued share capital of Shanta at the close of business on the last practicable date.

The independent Shanta directors have rescheduled the court meeting and the general meeting for April 4.