Endeavour Provides Update on its Preliminary Engagement with the Board of Centamin - Seite 2

In the time between December 3, 2019 and this preliminary engagement, a significant portion of the PUSU period has elapsed, leaving little time before the expiry of the PUSU period on December 31, 2019 given scope and timetable are still being agreed. In order to allow sufficient time for both parties to conduct proper due diligence and subsequently discuss terms, Endeavour has asked Centamin to request that the Takeover Panel consent to an extension of the PUSU period. Centamin has however not yet done this and there can be no certainty that they will.

In line with Endeavour’s disciplined approach to business development opportunities and in light of the need for Endeavour to conduct due diligence on Centamin, Endeavour will not announce a firm intention to make an offer on or before December 31, 2019 without the recommendation of the Board of Centamin and Endeavour will not be able to waive this precondition.

As Endeavour announced on December 3, 2019, the making of a firm offer by Endeavour is conditional upon the satisfaction or waiver by Endeavour of the following pre-conditions:

• satisfactory completion of due diligence on Centamin;
• each member of the Centamin Board giving irrevocable undertakings to vote in favour of the transaction in respect of all their Centamin shares.

Endeavour has confirmed to Centamin that it is prepared, subject to agreement on mutual due diligence scope, to execute a standstill undertaking that would preclude Endeavour from announcing a firm intention to make an offer to the shareholders of Centamin, unless the offer is recommended by the Centamin Board at the time of announcement. Endeavour will, however, retain the flexibility to engage with shareholders at any time on the progress and outcome of those discussions to ensure shareholders are able to voice their opinion.

There can be no certainty that a transaction will occur. A further announcement will be made as appropriate.

CONTACT INFORMATION

Martino De Ciccio VP – Strategy & Investor Relations [phone] [e-mail]	Brunswick Group LLP in London Carole Cable, David Litterick [phone]
HSBC Bank plc (Lead Financial Advisor to Endeavour) Anthony Parsons, Laurent Charbonnier, Sam Barnett, Alex Thomas [phone]	Gleacher Shacklock (Financial Advisor to Endeavour)