HIF Hidefield Gld

 
TIDMHIF 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, 
INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A 
         VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
                     RECOMMENDED ALL SHARE OFFER 
                                 for 
                  Hidefield Gold plc ("Hidefield") 
                                 by 
                    Minera IRL Limited ("Minera") 
 
 to be effected by means of a Scheme of Arrangement under Part 26 of 
                       the Companies Act 2006 
 
Posting of Scheme Document 
 
Further to the announcement on 20 October 2009 by Minera regarding  a 
recommended all share offer to be  made for the entire issued and  to 
be issued share capital of Hidefield, Hidefield announces that it has 
today posted the circular to all Hidefield shareholders (the  "Scheme 
Document") containing,  amongst other  things (i)  the terms  of  the 
Court-sanctioned scheme of arrangement under Part 26 of the Companies 
Act 2006  (the  "Act")  by  which the  acquisition  of  Hidefield  is 
expected to  be  effected (the  "Scheme");  and (ii)  an  explanatory 
statement relating to the Scheme pursuant to Part 26 of the Act. 
The Court Meeting and the General  Meeting to approve the Scheme  are 
scheduled to be held on 26 November 2009.  Both meetings will be held 
at the  offices of  Sprecher  Grier Halberstam  LLP, 5th  Floor,  One 
America Square, Crosswall,  London EC3N  2SG.  The  Court Meeting  is 
convened for  10.00 a.m.  and the  General Meeting  will commence  at 
10.15 a.m. (or as soon thereafter as the Court Meeting has  concluded 
or been adjourned).   Subject to, amongst  other things, approval  at 
the relevant meetings, the Scheme is expected to become effective  on 
or around 21 December 2009. 
The Scheme Document will be available shortly on Hidefield's website: 
www.hidefieldgold.com. 
Capitalised terms used but not defined in this announcement have  the 
same meanings as given to them in the Scheme Document. 
Enquiries: 
 
Hidefield 
Ken Judge (Chairman) 
Tel: +44 (0) 7733 001 002 
 
Hanson Westhouse, Financial Adviser, Nominated Adviser & Broker to 
Hidefield 
Tim Feather or Matthew Johnson 
Tel: +44 (0)20 7601 6100 
 
The securities  mentioned herein  have  not been,  and will  not  be, 
registered under the United States Securities Act of 1933, as amended 
(the "Securities Act"). The securities may not be offered or sold  in 
the  United  States  except  pursuant   to  an  exemption  from   the 
registration requirements of  the Securities  Act. There  will be  no 
public offer of securities in the United States. 
 
It is expected that the New Minera Shares will be issued in  reliance 
upon  the  exemption  from  the  registration  requirements  of   the 
Securities Act provided by Section 3(a)(10) thereof. This transaction 
has not  been  approved  or  disapproved by  the  US  Securities  and 
Exchange Commission (the "Commission"), nor has the Commission or any 
US state securities commission passed upon the merits or fairness  of 
the transaction nor upon the adequacy or accuracy of the  information 
contained in this document. Any  representation to the contrary is  a 
criminal offence  in the  United States.  The announcement  has  been 
prepared in accordance with English law and the Code and  information 
disclosed may not be the same as that which would have been  prepared 
in accordance with the laws of jurisdictions outside England. 
 
Hanson Westhouse is acting exclusively for Hidefield and no one  else 
in connection with the matters  referred to in this announcement  and 
will not  be  responsible  to  any other  person  for  providing  the 
protections afforded  to clients  of  Hanson Westhouse  or  providing 
advice in relation to the matters referred to in this announcement. 
 
Dealing disclosure requirements 
 
Under the provisions  of Rule  8.3 of the  UK Takeover  Code, if  any 
person is, or becomes, "interested" (directly or indirectly) in 1 per 
cent. or more of any class  of "relevant securities" of Minera or  of 
Hidefield, 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 p.m. (GMT)  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 Minera or Hidefield, 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 UK  Takeover  Code,  all 
"dealings" in  "relevant securities"  of Minera  or of  Hidefield  by 
Minera or Hidefield or by any of their respective "associates",  must 
be disclosed by no later than 12.00 noon (GMT) 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 UK Takeover 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. 
 
Forward looking statements 
This announcement contains certain "forward-looking statements"  with 
respect to the parties' objectives and future performance,  including 
statements  relating  to  expected   benefits  associated  with   the 
transaction  contemplated  herein.  Forward-looking  statements   are 
sometimes, but not always, identified by  their use of a date in  the 
future or such words as "anticipates", "aims", "due", "could", "may", 
"should",  "will",  "expects  /  expected",  "believes",   "intends", 
"plans", "targets", "goal" or "estimates". 
 
By  their   nature,   forward-looking   statements   are   inherently 
predictive, speculative and involve risk and uncertainty because they 
relate to events and depend on  circumstances that will occur in  the 
future. 
 
There are a  number of factors  that could cause  actual results  and 
developments to differ materially from those expressed or implied  by 
these forward-looking statements. These factors include, but are  not 
limited to: regulatory approvals required for the consummation of the 
transaction that may require acceptance of conditions with  potential 
adverse impacts;  risk  involving  the parties'  ability  to  realise 
expected benefits associated with the transaction; and  macroeconomic 
conditions  generally  affecting  the   Argentina  and  Peru   mining 
industry. 
 
=--END OF MESSAGE--- 
 
 
 
 
This announcement was originally distributed by Hugin. The issuer is 
solely responsible for the content of this announcement. 
 

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