Response to proposals for cash acquisition
26 September 2009 - 2:40AM
UK Regulatory
TIDMGSD
RNS Number : 7197Z
Goldshield Group plc
25 September 2009
Response to proposals for cash acquisition of Goldshield Group plc by Midas
Bidco Limited
The Independent Directors of Goldshield Group plc ("Goldshield" or the
"Company") note the announcement today by Midas Bidco Limited ("Bidco") of a
cash offer for Goldshield at 460 pence per share ("Offer").
The Offer is at a higher price than the revised offer of 450 pence per share
made on 23 September 2009 by AIT Investments Limited ("AIT"), which the
Independent Directors had indicated that they intended to recommend. The
Independent Directors entered into an agreement with AIT on 18 September 2009,
in conjunction with AIT's initial offer for Goldshield, under which the
Independent Directors are not permitted to recommend an offer from a party other
than AIT for a period of five business days from the date of announcement of any
such offer. Accordingly, the Independent Directors are not currently permitted
to recommend the Offer but intend to make a further announcement in due course.
Further information:
Gleacher Shacklock LLP
Kieran Murphy
Angus Russell
Tel: 020 7484 1150
Numis Securities Ltd
Michael Meade
Oliver Cardigan
Tel: 020 7260 1000
Brunswick Group LLP
Michael Harrison
Justine McIlroy
Tel: 020 7404 5959
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unconditional as to acceptances, lapses or is otherwise withdrawn or on which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 Bidco or 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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