HIF Hidefield Gld

 

TIDMHIF 
 
RNS Number : 3862E 
Hidefield Gold PLC 
18 December 2009 
 

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 
 
 
 
 
Hidefield Gold plc 
("Hidefield" or the "Company") 
 
 
Court Order Sanctioning Scheme 
 
 
18 December 2009 
 
 
The Independent Directors of Hidefield refer shareholders to the joint 
announcement made by the Company and Minera IRL Limited ("Minera") on 20 October 
2009 about the recommended proposal ("Proposal") for the acquisition of Minera 
by Hidefield to be implemented by means of a scheme of arrangement pursuant to 
Part 26 of the Companies Act 2006 between Hidefield and its shareholders (the 
"Scheme"), and the Scheme circular published on 3 November 2009 containing, 
inter alia, the terms of the Scheme, an Explanatory Statement (pursuant to 
Section 897 of the Companies Act 2006), notices of the required meetings, a 
timetable of principal events, and details of the action to be taken by 
Hidefield Shareholders (the "Scheme Document"). 
 
 On 26 November 2009 
Hidefield announced that its shareholders had approved the Scheme without 
modification and, at the subsequent General Meeting, also held on 26 November 
2009, Hidefield's shareholders passed the proposed Special Resolution connected 
with the Scheme, as set out in the notice of General Meeting dated 3 November 
2009. 
 
 The High Court of Justice in England and Wales has today made an order (the 
"Scheme Court Order") sanctioning the Scheme and confirming the cancellation of 
Hidefield's ordinary shares. 
 
 It is intended that the Scheme Court Order will be delivered to the 
Registrar of Companies in England and Wales for registration effective on 
21 December 2009.  The Scheme will consequently become effective as soon 
as a copy of the Scheme Court Order has been delivered to the Registrar of 
Companies. 
Expected Timetable of Principal Events 
+-------------------------------------------+-------------------------------+ 
| Event                                     |              Time and/or date | 
+-------------------------------------------+-------------------------------+ 
|                                           |                               | 
+-------------------------------------------+-------------------------------+ 
| Scheme Record Time                        | 6.00 p.m. on 18 December 2009 | 
+-------------------------------------------+-------------------------------+ 
|                                           |                               | 
+-------------------------------------------+-------------------------------+ 
| Filing of Scheme Court Order (Effective   |              21 December 2009 | 
| Date)                                     |                               | 
+-------------------------------------------+-------------------------------+ 
|                                           |                               | 
+-------------------------------------------+-------------------------------+ 
| Cancellation of admission of Ordinary     | 7.00 a.m. on 22 December 2009 | 
| Shares to trading on AIM                  |                               | 
+-------------------------------------------+-------------------------------+ 
|                                           |                               | 
+-------------------------------------------+-------------------------------+ 
| Dealings in New Minera Shares commence on | 8.00 a.m. on 22 December 2009 | 
| AIM                                       |                               | 
+-------------------------------------------+-------------------------------+ 
|                                           |                               | 
+-------------------------------------------+-------------------------------+ 
| Dealings in New Minera Shares commence on |     8.00 a.m. (Peruvian time) | 
| Lima Stock Exchange                       |           on 22 December 2009 | 
+-------------------------------------------+-------------------------------+ 
|                                           |                               | 
+-------------------------------------------+-------------------------------+ 
| Expected credit of New Minera Shares in   | 8.00 a.m. on 22 December 2009 | 
| CREST to previously Uncertificated        |                               | 
| Shareholders                              |                               | 
+-------------------------------------------+-------------------------------+ 
|                                           |                               | 
+-------------------------------------------+-------------------------------+ 
| Latest date for dispatch of certificates  |                5 January 2010 | 
| in respect of New Minera Shares to        |                               | 
| previously Certificated Shareholders      |                               | 
|                                           |                               | 
+-------------------------------------------+-------------------------------+ 
 
 
Any capitalised term used but not defined in this announcement is as defined in 
the Scheme Document. 
 
 
 
 
Enquiries: 
 
 
+-------------------------------------------------+----------------------+ 
| Hidefield Gold plc                              |    + 44 773 300 1002 | 
| Ken Judge, Chairman                             |                      | 
+-------------------------------------------------+----------------------+ 
|                                                 |                      | 
+-------------------------------------------------+----------------------+ 
| Westhouse Securities Limited (Nomad and Broker) |    + 44 20 7601 6100 | 
| Tim Feather / Matthew Johnson                   |                      | 
+-------------------------------------------------+----------------------+ 
 
 
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. 
 
 
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 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. 
 
 
A copy of this announcement will be made available on Hidefield's website: 
www.hidefieldgold.com 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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