Court Order Sanctioning Scheme - Correction
19 December 2009 - 12:54AM
UK Regulatory
TIDMHIF
RNS Number : 3988E
Hidefield Gold PLC
18 December 2009
Hidefield Gold plc
Court Order Sanctioning Scheme - Correction
Hidefield Gold plc advises that the following announcement replaces the "Court
Order Sanctioning Scheme" announcement released at 12.22 p.m. today. The
previous announcement incorrectly stated in the first paragraph that Minera IRL
Limited was being acquired by Hidefield Gold plc. There are no other changes to
the announcement.
The full amended text appears below.
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
Hidefield by Minera 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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