GSD Goldshield Grp

 

TIDMGSD 
 
RNS Number : 4722Z 
Goldshield Group plc 
22 September 2009 
 

 
 
Statement by Independent Directors regarding recent press speculation 
surrounding Goldshield Group plc 
 
 
The Independent Directors have noted the press speculation concerning the 
position of the management team of Goldshield ("Management Team") in regard to 
offers for the Company and, in particular, a suggestion that the recommended 
cash offer from AIT Investments Limited ("AIT") at 440p per share, announced on 
18 September 2009, undervalues the Company. 
 
 
In January 2009, the Management Team made an unsolicited approach to the Board 
of Goldshield regarding their interest in exploring a possible offer for the 
Company. The Board created the Committee of Independent Directors to consider 
this approach, which gave its consent for the Management Team to progress its 
proposal. 
 
 
Conditional proposals were received by the Independent Directors from the 
Management Team at prices which the Independent Directors did not consider were 
capable of being recommended to shareholders. Early in July, the Management Team 
made a conditional proposal to acquire the Company, at a price below 440p, which 
the Independent Directors considered was capable of being recommended to 
shareholders. Accordingly, the Independent Directors permitted the Management 
Team to pursue this proposal. Discussions have continued with the Management 
Team since that time in relation to their proposal, which has remained at a 
price below 440p. The Independent Directors have noted that the Management Team 
are continuing to investigate the possibility of making an offer for the 
Company. Shareholders should be aware that there is no certainty that any offer 
will be made nor what the terms and conditions of such an offer might be. 
 
 
 
 
Further information: 
 
 
 
 
Gleacher Shacklock LLP 
Kieran Murphy 
Angus Russell 
Tel: 020 7484 1150 
 
Numis Securities Ltd 
Michael Meade 
Oliver Cardigan 
Tel: 020 7260 1000 
 
 
City Profile Group 
Jonathan Gillen 
William Attwell 
Tel: 020 7448 3244 
 
 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any 
person is, or becomes, "interested" (directly or indirectly) in 1% or more of 
any class of "relevant securities" of the Company all "dealings" in any 
"relevant securities" of the 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 acceptances, 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 the Company, 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 Code, all "dealings" in "relevant 
securities" of the Company by AIT or any other potential offeror or the Company, 
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 referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
Gleacher Shacklock, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for the Company and no 
one else in connection with any offer and will not be responsible to anyone 
other than Company for providing the protections afforded to clients of Gleacher 
Shacklock or for providing advice in relation to any offer or for the contents 
of this announcement. 
 
 
Numis Securities, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for the Company and no one 
else in connection with any offer and will not be responsible to anyone other 
than Company for providing the protections afforded to clients of Numis 
Securities or for providing advice in relation to any offer or for the contents 
of this announcement. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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