Offer Update
26 September 2009 - 1:46AM
UK Regulatory
TIDMGSD
RNS Number : 7136Z
Midas Bidco Limited
25 September 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
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FOR IMMEDIATE RELEASE
25 September 2009
Midas Bidco Limited ("Bidco"): Offer for Goldshield Group plc ("Goldshield")
Following its offer for Goldshield announced earlier, Bidco confirms that it has
acquired 6,116,210 ordinary shares of Goldshield (representing 16.66% of the
issued share capital of Goldshield) at a price of 460 pence per share (the
"Acquired Shares").In total, Bidco now has an interest in (including the
irrevocable undertakings referred to below) 14,854,671 ordinary shares of
Goldshield (representing 40.46% of the issued share capital of Goldshield).
In addition to the Acquired Shares, as set out in the announcement released
earlier, this interest is made up of: (i) irrevocable undertakings to vote in
favour of the Offer and the Ordinary Resolution from Mahesh Patel, Quatroville
Limited, Silvertide Properties Limited and Horzionmist Limited in respect of a
total of 4,568,096 ordinary shares of Goldshield; and (ii) irrevocable
undertakings to vote in favour of the resolutions (excluding the Ordinary
Resolution) to be proposed at the General Meeting from each of the members of
the Management Team, in respect of a total of 4,170,365 ordinary shares of
Goldshield.
Capitalised terms used but not otherwise defined in this announcement have the
meaning given to them in the rule 2.5 announcement released earlier today.
The Management Team's irrevocable undertakings will cease to have any effect if:
(i) the Scheme Document (or offer document, as applicable) is not published
within 28 days of the date of this announcement (or such later date as the Panel
may agree); or (ii) the Scheme (or general offer, as applicable) does not become
effective, lapses or is withdrawn in accordance with its terms. The irrevocable
undertakings from Mahesh Patel, Quatroville Limited, Silvertide Properties
Limited and Horzionmist Limited will cease to have effect if: (i) the Scheme
does not become effective, lapses or is withdrawn in accordance with its terms;
or (ii) any offer is announced or increased by a third party before the Offer
becomes unconditional as to acceptances, provided that such third party's offer
price is at a price of 506 pence per share or more.
+----------+----------+------------+---------------+
| | | Enquiries: | |
+----------+----------+------------+---------------+
| | | Bidco | |
+----------+----------+------------+---------------+
| | | Lindsay | Tel: 020 |
| | | Dibden | 7089 7888 |
| | | Philipp | Tel: 020 |
| | | Schwalber | 7089 7888 |
| | | | |
+----------+----------+------------+---------------+
| | | Ernst & | |
| | | Young | |
| | | (Financial | |
| | | Adviser to | |
| | | Bidco) | |
+----------+----------+------------+---------------+
| | | Tim | Tel: 020 |
| | | Medak | 7951 2000 |
| | | Ken | Tel: 020 |
| | | Williamson | 7951 2000 |
| | | | |
+----------+----------+------------+---------------+
| | | Altium | |
| | | Capital | |
| | | Limited | |
| | | (Broker | |
| | | to | |
| | | Bidco) | |
+----------+----------+------------+---------------+
| | | Stephen | Tel: |
| | | Georgiadis | 0207 484 4040 |
| | | Tim | Tel: 0207 484 |
| | | Richardson | 4040 |
| | | | |
+----------+----------+------------+---------------+
| | | Media | |
| | | Enquiries: | |
+----------+----------+------------+---------------+
| | | Maitland | |
+----------+----------+------------+---------------+
| | | Neil | Tel: 020 |
| | | Bennett | 7379 5151 |
| | | | |
+----------+----------+------------+---------------+
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 Goldshield, all "dealings" in any
"relevant securities" of that 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 Goldshield 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 Goldshield by Bidco, the Management Team or Goldshield, 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:
http://www.thetakeoverpanel.org.uk/new/.
"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.
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Bidco and no one
else in connection with the subject matter of this announcement and will not be
responsible to anyone other than Bidco and for providing the protections
afforded to the clients of Ernst & Young LLP, or for giving advice in relation
to the subject matter of this announcement.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Bidco and no one
else in connection with the subject matter of this announcement and will not be
responsible to anyone other than Bidco and for providing the protections
afforded to the clients of Altium Capital Limited, or for giving advice in
relation to the subject matter of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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