TIDMDWY TIDMMVA
RNS Number : 3262U
Dwyka Resources Limited
23 June 2009
?
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM A RESTRICTED JURISDICTION OR WHERE IT WOULD CONSTITUTE A VIOLATION OF THE
RELEVENT LAWS OF SUCH JURISDICTION
RECOMMENDED ALL SHARE OFFER
by
DWYKA RESOURCES LIMITED
for
MINERVA RESOURCES PLC
The boards of Dwyka and Minerva are pleased to announce that they have reached
agreement on the terms of a recommended all share offer by Dwyka to acquire the
entire issued and to be issued share capital of Minerva.
SUMMARY OF THE OFFER
* The Offer will be on the following basis:
for
every 5 Minerva Shares 1 New Dwyka Share
* Based on a Closing Price per Dwyka Share of 5.88p on 22 June 2009, the Offer
values the entire issued share capital of Minerva at approximately GBP1.8
million and each Minerva Share at approximately 1.2p, representing a premium of
approximately 71.4 per cent. to the Closing Price of 0.7p per Minerva Share on
29 January 2009 (being the last business day prior to the suspension from
trading on AIM of the Minerva Shares).
* Full acceptance of the Offer will result in the issue of up to 30,858,891 New
Dwyka Shares, representing approximately 13.9 per cent. of the Enlarged Share
Capital being held by existing Minerva Shareholders.
RATIONALE FOR THE OFFER
Over the past 18 months, Dwyka has investigated in detail approximately 40
potential acquisition opportunities located throughout the world. The Dwyka
Directors are of the opinion that an acquisition of Minerva for shares in Dwyka,
together with the combination of Minerva's assets, Dwyka's in-house experience
and Dwyka's financial resources has strong commercial logic, and strategic
drivers, including the following:
* Gold represents a resource commodity that is likely to remain in high demand and
retain mid to long-term pricing. A further investment in gold fits with Dwyka's
current asset portfolio.
* The acquisition of Minerva will increase Dwyka's gold exposure on the African
continent and provide a means of raising the profile and prospects for the
Enlarged Group's gold production. Additionally the Minerva assets will shift the
Company's primary focus from being an explorer to becoming a producer.
* The Acquisition represents an opportunity to define a JORC resource in the near
term based on the work performed by Minerva to date and thereafter to grow the
resource through further exploration and the establishment of a low cost gold
mining operation.
* Minerva's Tula Kapi Prospect and Guji, Gueya Guji and Dina Prospects have a
simple geological structure and metallurgy which will potentially reduce the
costs of exploration and future extraction of ore.
* The historical work and the subsequent results achieved by Minerva are
sufficiently far advanced to provide the Enlarged Group and its shareholders
with an opportunity to accelerate scoping and feasibility studies with a view to
developing a producing gold mine.
* The legislation environment in Ethiopia is recognised as being one of more
conducive in Africa towards foreign investment and mining operations.
* The Acquisition provides potentially a significantly shorter lead time to the
first gold production for the Enlarged Group and the Offer represents the most
effective route for Dwyka to achieve this, preserving cash for the Enlarged
Group.
BOARD AND SHAREHOLDER SUPPORT
* The Independent Minerva Directors, having been so advised by W.H. Ireland,
consider the terms of the Offer to be fair and reasonable so far as Minerva
Shareholders are concerned and accordingly recommend that Minerva Shareholders
accept the Offer, as they have irrevocably agreed to do.
* Dwyka has received irrevocable undertakings to accept the Offer from the
Independent Minerva Directors, Ambrian Capital and certain other shareholders of
Minerva in respect of 73,479,200 Minerva Shares, in aggregate, representing
approximately 47.62 per cent. of the existing issued share capital of Minerva.
* As announced on 11 June 2009, Dwyka has secured a waiver from ASX to the extent
necessary to permit the Company to issue shares, without obtaining shareholder
approval, in connection with the Offer.
The conditions and certain terms of the Offer are set out in the attached
Announcement together with certain information on Minerva and on Dwyka. Further
information on the Offer, Minerva, Dwyka, the New Dwyka Shares and the expected
timetable of principal events will be set out in the Offer Document which will
be published today.
This summary should be read in conjunction with, and is subject to, the full
text of the following Announcement. Appendix II and Appendix III of the
following Announcement contains the sources and bases of certain information and
definitions of certain terms respectively, both used in this summary and in the
following Announcement.
Commenting on the Offer, Andrew Daley, Chairman of Minerva said: "Given the
present difficulties for small exploration companies being able to raise
finance, the board of Minerva are very pleased to have agreed a deal with Dwyka.
Dwyka's strong financial position and management experience in the junior mining
sector are a good complementary fit with Minerva's assets. Existing Minerva
shareholders will be given the opportunity to share in the potential of the
Minerva projects as well as the broader Dwyka portfolio and the deal will put
the company on a much firmer footing than of late."
Commenting on the Offer, Melissa Sturgess, CEO and Chairman of Dwyka said: "We
are pleased to be making this offer with the support of over 47 per cent. of the
Minerva shareholders and the recommendation to accept by the Independent
directors of the Minerva Board. It is our intention to progress the development
of the Minerva asset base as quickly as possible when the transaction becomes
unconditional."
Enquiries
+-------------------------------------------------+----------------------+
| Dwyka Resources Limited | |
+-------------------------------------------------+----------------------+
| Melissa Sturgess, CEO and Chairman | Tel: +44 (0)78 2555 |
| | 1397 |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Minerva Resources plc | Tel: +44 (0)20 7395 |
| | 1939 |
+-------------------------------------------------+----------------------+
| Andrew Daley, Chairman | |
+-------------------------------------------------+----------------------+
| Terry Ward, CEO | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Ambrian Partners Limited (financial adviser to | Tel: +44 (0)20 7634 |
| Dwyka) | 4700 |
+-------------------------------------------------+----------------------+
| Richard Brown | |
+-------------------------------------------------+----------------------+
| Samantha Harrison | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| WH Ireland (financial adviser to Minerva) | Tel: +44 (0)20 7220 |
| | 1666 |
+-------------------------------------------------+----------------------+
| James Joyce | |
+-------------------------------------------------+----------------------+
| Sarang Shah | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Conduit (PR advisers to Dwyka) | Tel: +44 (0)20 7429 |
| | 6604 |
+-------------------------------------------------+----------------------+
| Charlie Geller | |
+-------------------------------------------------+----------------------+
| Leesa Peters | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Bishopsgate Communications Ltd (PR advisers to | Tel: +44 (0)20 7562 |
| Minerva) | 3350 |
+-------------------------------------------------+----------------------+
| Nick Rome | |
+-------------------------------------------------+----------------------+
IMPORTANT INFORMATION
The Offer Document and (in the case of Minerva Shares held in certificated form)
the Form of Acceptance will be posted to Minerva Shareholders today, other than
in relation to a Restricted Jurisdiction and the Offer will remain open for
acceptance until 14 July 2009.
The Independent Minerva Directors accept responsibility for the information
contained in this Announcement relating to Minerva and its subsidiaries,
themselves and their immediate families and connected persons. Roger Clegg
accepts responsibility for the information contained in this Announcement
relating to Minerva and its subsidiaries, himself and this immediate family and
connected persons, save for the recommendation and opinion as set out in
paragraph 10 of this Announcement for which the Independent Minerva Directors
have taken responsibility. The Dwyka Directors accept responsibility for all of
the other information contained in this Announcement. To the best of the
knowledge and belief of the Minerva Directors and the Dwyka Directors (who have
taken all reasonable care to ensure that such is the case) the information
contained in this Announcement for which they are respectively responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Ambrian Partners Limited (which is regulated in the UK by the Financial Services
Authority) is acting exclusively for Dwyka as financial adviser, nominated
adviser and broker and no one else (including the recipients of this
announcement) in connection with the Acquisition and will not be responsible to
anyone other than the Company for providing the protections afforded to
customers of Ambrian or for advising any other person in connection with the
Acquisition. Ambrian makes no representation, express or implied, with respect
to the accuracy or completeness of any information contained in this
announcement and accepts no responsibility for, nor does it authorise, the
contents of, or the issue of this announcement, or any other statement made or
purported to be made by the Company, or on its behalf, in connection with the
Company or any or the other arrangements the subject matter of this
announcement.
WH Ireland, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Minerva and no one else
in connection with the Offer and will not be responsible to anyone other than
Minerva for providing the protections afforded to clients of WH Ireland nor for
providing advice in relation to the Offer.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be subject restricted by law and therefore
persons into whose possession this announcement comes should inform themselves
about, and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of any such
jurisdiction. The following 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.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely
by means of the Offer Document, an advertisement to be published in the London
Gazette and the Form of Acceptance (in respect of certificated Minerva Shares),
which will contain the full terms and conditions of the Offer, including details
of how the Offer may be accepted. Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer Document and
the Form of Acceptance (in the case of certificated Minerva Shares). This
announcement does not constitute a prospectus or prospectus equivalent document.
Unless otherwise determined by Dwyka and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or any facility of a national securities exchange, of a Restricted Jurisdiction
(including the United States, Canada, Singapore, the Republic of South Africa or
Japan) and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in or
into or from a Restricted Jurisdiction and persons receiving this Announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
The New Dwyka Shares will not be registered under the United States Securities
Act of 1933 (as amended) or under the securities laws of any state of the United
States or qualify for distribution under any of the relevant securities laws of
Japan, nor has any prospectus in relation to the New Dwyka Shares been lodged
with or registered by the Australian Securities and Investments Commission or
the Japanese Ministry of Finance. Overseas Shareholders and any person
(including, without limitation, custodians, nominees and trustees) who has a
contractual or other legal obligation to forward this announcement to a
jurisdiction outside the UK should seek appropriate advice before taking any
action.
Application will be made to the London Stock Exchange and the Australian Stock
Exchange for the New Dwyka Shares to be admitted to trading on AIM and the ASX
respectively.
New Dwyka Shares are not being offered to the public by means of this
announcement.
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 Minerva or of the Company, 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 Minerva or 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 Minerva or of the Company by Minerva 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.
In accordance with Rule 2.10 of the Code, Dwyka confirms that it has 190,742,224
ordinary shares of no par value in issue and admitted to trading on the AIM
Market of the London Stock Exchange and the Australian Stock Exchange. The ISIN
reference for these securities is AUOOOOOODWY1.
In accordance with Rule 2.10 of the Code, Minerva confirms that it has
154,294,458 ordinary shares of 0.25 p each in issue and admitted to trading on
the AIM Market of the London Stock Exchange. The ISIN reference for these
securities is GB0033826206.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Copies of this Announcement can be found at Dwyka's and Minerva's websites at
www.dwyresources.com and www.minervaresources.com respectively.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
OR FROM A RESTRICTED JURISDICTION OR WHERE IT WOULD CONSTITUTE A VIOLATION OF
THE RELEVENT LAWS OF SUCH JURISDICTION
RECOMMENDED ALL SHARE OFFER
by
DWYKA RESOURCES LIMITED
for
MINERVA RESOURCES PLC
1. Introduction
The Dwyka Directors and the Independent Minerva Directors are today pleased to
announce the terms of a recommended all share offer to be made by Dwyka to
acquire the entire issued and to be issued ordinary share capital of Minerva.
2. Terms of the Offer
Dwyka hereby offers to acquire, on the terms of and subject to the conditions
set out in Appendix I to this announcement, in the Offer Document and (in
respect of Minerva Shares held in certificated form only) in the accompanying
Form of Acceptance, all the issued and to be issued ordinary share capital of
Minerva on the following basis:
for every 5 Minerva Shares1 New Dwyka Share
and so in proportion for any number of Minerva Shares held. Fractions of New
Dwyka Shares will not be allotted to Minerva Shareholders. Entitlements to New
Dwyka Shares will be rounded down to the nearest whole number of New Dwyka
Shares.
A holder of Minerva Shares held through a nominee should note that his
entitlement in relation to fractions of New Dwyka Shares will depend on his
contractual arrangements with the relevant nominee.
The Offer extends to all Minerva Shareholders and relates to all Minerva Shares
unconditionally allotted or issued and fully paid (or credited as fully paid)
whilst the Offer remains open for acceptance.
Based on the Closing Price of 5.88p per Dwyka Share on 22 June 2009, (being the
last Business Day prior to the release of this Announcement), the Offer values
each Minerva Share at approximately 1.2p. Accordingly, the Offer values the
entire existing issued ordinary share capital of Minerva at approximately GBP1.8
million.
The Offer represents a premium of approximately 64 per cent., over the volume
weighted average closing price per Minerva Share of 0.73p in the one month prior
to the suspension of trading in the Minerva Shares on AIM and 71 per cent. over
the Closing Price of a Minerva Share of 0.7p at the close of business on 29
January 2009, being the last Business Day prior to the suspension from trading
on AIM of the Minerva Shares.
In the event that the Offer is declared wholly unconditional and based on the
Closing Prices of 5.88p per Dwyka Share on 22 June 2009 and 0.7p per Minerva
Share on 29 January 2009, a Minerva Shareholder holding 10,000 Minerva Shares
(valued in aggregate at approximately GBP70 at the Closing Price on 29
January 2009) will hold 2,000 Dwyka Shares (valued in aggregate at approximately
GBP118 at the Closing Price on 22 June 2009).
The Minerva Shares which are the subject of the Offer will be acquired fully
paid and free from all liens, charges, equitable interests, encumbrances and
third party rights and together with all rights now or hereafter attaching
thereto, including the right to all dividends and other distributions (if any)
declared, made or paid after the date when the Offer becomes or is declared
unconditional in all respects.
The Offer is being made in accordance with the requirements of the Code and is
subject to the terms and conditions set out in Appendix I and, in respect of
Minerva Shares in certificated form only, in the Form of Acceptance.
Full acceptance of the Offer by holders of existing Minerva Shares will result
in the issue of up to 30,858,891 New Dwyka Shares, representing approximately
13.9 per cent. of the Enlarged Share Capital. These figures assume no variation
to the terms of the Offer and no further allotment of Minerva Shares.
The first closing date of the Offer is 1.00 p.m. on 14 July 2009. In any event,
the Offer must become unconditional as to acceptances by midnight on 22 August
2009 or the Offer will lapse.
Upon the Offer being declared unconditional in all respects save for Admission,
application will be made to AIM and ASX for Admission. The New Dwyka Shares will
be issued credited as fully paid and free from all liens, charges, equitable
interests, encumbrances and third party rights and will rank pari passu in all
respects with the existing Dwyka Shares. The New Dwyka Shares will participate
in full in any future dividends declared by Dwyka following the date of their
issue.
Details of the conditions and certain further terms of the Offer are set out
below and in Appendix I to this Announcement. The expected timetable of
principal events will be set out in the Offer Document.
3. Irrevocable Undertakings
The Independent Minerva Directors who hold Minerva Shares have entered into
irrevocable undertakings to accept the Offer in respect of their beneficial
interests in Minerva Shares amounting, in aggregate, to 3,622,400 Minerva
Shares, representing approximately 2.34 per cent. of the existing issued
ordinary share capital of Minerva. All of these undertakings remain binding,
even in the event of a higher competing offer for Minerva, unless the Offer
lapses or is withdrawn
In addition, Dwyka has also received undertakings from certain other Minerva
Shareholders to accept the Offer in respect of, in aggregate, 69,856,800 Minerva
Shares, representing approximately 45.27 per cent of the entire existing issued
share capital of Minerva. These undertaking remains binding, even in the event
of a higher competing offer for Minerva, unless the Offer lapses or is
withdrawn.
Accordingly, Dwyka has received irrevocable undertakings to accept, or procure
acceptance of, the Offer from Minerva Shareholders in respect of, in aggregate,
73,479,200 Minerva Shares, representing approximately 47.62 per cent. of
Minerva's entire existing issued share capital.
Further details relating to the irrevocable undertakings are set out in Appendix
II to this Announcement.
4. Information on Dwyka and current trading
Dwyka is an Australian-incorporated and registered minerals explorer and
developer which is listed on AIM and ASX and which has interests in a
Barberton-style gold project in Swaziland (the SwaziGold Project) and what the
Dwyka Directors consider as being a world-class nickel exploration project in
Burundi (the Muremera Nickel Project). Dwyka also has a 48.2 per cent.
shareholding in Carlton, an AIM listed investment company. Dwyka has a strong
and well-respected senior management team with many years' experience operating
in Africa and each of its directors has proven exploration, mining and corporate
development and extensive public company experience. Details of Dwyka's main
current projects are set out below.
Muremera Nickel Project, Burundi
Dwyka, through its wholly-owned subsidiary Danyland Limited, is the holder of a
100% interest in the Muremera Nickel Project, which is located close to the
Burundi border with Tanzania and only two kilometres from the Kabanga deposit in
Tanzania which is controlled by Xstrata PLC/Barrick. The 2008 Annual Report from
Barrick shows that Kabanga has a total (indicated plus inferred) resource of
25.353 tons @ 2.712% nickel for a total contained 1375 million pounds (624
thousand metric tons) of nickel. Barrick has announced that Kabanga is one of
the world's largest nickel sulfide deposits.
Under an earn-in arrangement, over US$7.3 million was spent recently by BHP
Billiton towards taking the Muremera Nickel Project through to completion of a
concept study prior BHP Billiton exiting the project, leaving Dwyka with a 100%
interest in the project, access to BHP Billiton data on the project, a number of
prospective targets to pursue and project infrastructure including a camp,
vehicle fleet and other fixed assets.
BHP Billiton conducted two phases of exploration on the Muremera Nickel Project.
The first phase included orientation drilling and a VTEM survey of the
exploration area. This work indicated that the geological environment at
Muremera appears similar to that at the nearby Kabanga deposit, and identified
24 targets for further drilling. The second phase of work included six diamond
drill holes. Three intersections of massive sulfides were found in one of the
holes and details of the intersections are shown below:
+-----------+-----------+-----------+-----------+-----------+-----------+-----------+
| Drill | Depth | Depth to | Length | Ni | Cu | Co |
| Hole | from | | | | | |
+-----------+-----------+-----------+-----------+-----------+-----------+-----------+
| (number) | (m) | (m) | (m) | (% wt av) | (% wt av) | (% wt av) |
+-----------+-----------+-----------+-----------+-----------+-----------+-----------+
| RUJA D001 | 132.61 | 136.88 | 4.27 | 0.68 | 0.30 | 0.11 |
+ +-----------+-----------+-----------+-----------+-----------+-----------+
| | 144.8 | 151.79 | 6.99 | 0.73 | 0.33 | 0.11 |
+ +-----------+-----------+-----------+-----------+-----------+-----------+
| | 132.61 | 153.8 | 21.19 | 0.49 | 0.21 | 0.08 |
+-----------+-----------+-----------+-----------+-----------+-----------+-----------+
Dwyka secured 100% ownership of the project in March 2009 with the handover of
the technical data from BHP Billiton being completed at the same time. Dwyka
then planned the third phase of exploration and submitted the work program it to
the Government of Burundi in order to secure the extension of the exploration
license. A drilling contractor was mobilized to site and drilling is currently
in progress.
Swazigold Project, Swaziland
The SwaziGold Project is a 425 square kilometre gold exploration project located
in Swaziland on the extension of the highly prospective Archaean Barberton
Greenstone Belt, which straddles the border between Mpumalanga Province, South
Africa and Swaziland. Such Greenstone Belts host many major gold deposits in
South Africa, Canada and Australia, including the giant Kalgoorlie goldfield.
The Barberton Greenstone Belt was the location of the first gold rush in South
Africa in 1884. Current underground mines include the Fairview, Sheba and New
Consort mines of Barberton Mines Limited.
Dwyka currently holds a 50% interest in SGV, which in turn holds a 90% interest
in Swazi Gold (Pty) Ltd, the project company, thereby giving Dwyka a net 45%
interest in the SwaziGold Project. Pursuant to a shareholders and earn-in
agreement, Dwyka has the potential to increase its interest in SGV to 100 per
cent (thereby giving Dwykas a net 90 per cent. interest in the SwaziGold
Project) through funding the further development of the SwaziGold Project and
making certain cash and share-based payments.
The SwaziGold Project area is a large "greenfields" exploration play with many
targets, including three drilling projects and several step-up drill targets.
The prospective license area comprises more than 40 kilometres of strike length
containing multiple mineralised structures and more than 40 gold showings.
Historic detailed drilling has been restricted to the Wyldsdale, Lomati and
Daisy prospects where an aggregate total of approximately 13,600 metres was
drilled. The data from this historical drill work (which the Dwyka Directors
believe is estimated to be worth in excess of US$2 million based on current
drilling costs) has been retained by the project company. Five mineralised
prospects, all open at depth, have been identified in relation to the SwaziGold
Project, with follow-up drilling required for down-dip intersections in order to
test for extensions. Exploration results to date on one prospect include
intersections of 25.8g/t of gold over 1.6 metres and 19.1g/t of gold over 1.3
metres.
On 12 February 2009, Dwyka negotiated an extension of the shareholders and
earn-in agreement work programme and earn-in schedule to 30 June 2009, or such
later date as may be agreed between the parties, (at which time it can elect to
increase its interest in SGV from 50 per cent. to 70 per cent. by making certain
share and cash-based payments). Costs in the period to that date have been
capped at US$50,000, with a focus on procuring the renewal of the SwaziGold
Project licence and on developing a targeted technical and strategic plan to
maximise value from the SwaziGold Project deposit. Dwyka's short-term objective
for the SwaziGold Project is to estimate a global project resource, mining and
processing method and preliminary cash flows.
Carlton
Dwyka has a 48.2 per cent. shareholding in Carlton. Carlton is an AIM listed
investing company. Carlton's investment strategy is to acquire minority or
controlling interests in one or more privately held or publicly-listed resource
projects, with a focus on Africa. Carlton announced on 11 June 2009 that it had
raised GBP400,000 and, once the placing has completed, Dwyka will have a 30.5
per cent shareholding in Carlton. As at 22 June 2009, the market capitalisation
of Carlton was approximately GBP2.47 million, valuing Dwyka's interest at
approximately GBP1.19 million.
Financial Position
Dwyka released its quarterly report for the three months to 31 March 2009 on 30
April 2009. As at 31 March 2009, Dwyka had cash balance of approximately A$14.5
million (GBP7.1million) which reflected the Dwyka Directors' strategy to
preserve capital during the economic downturn while reviewing acquisition
opportunities.
Based on the Closing Price of 5.88p per Dwyka Share on 22 June 2009 (being the
last Business Day prior to the release of this announcement), the market
capitalisation of Dwyka is approximately GBP11.2 million.
5. Information on Minerva and current trading
Minerva is a UK based mineral exploration and development company, the main
focus of which is resource development in Ethiopia, where Minerva has operations
on prospective ground on the Arabian-Nubian shield. Key projects include the
gold resources at the Tulu Kapi Prospect and the Guji, Gudeya-Guji and Dina
Prospects as well as the Yubdo Platinum Mine, located in western Ethiopia, some
560km west of Addis Ababa.
At the Tulu Kapi Prospect, Minerva has completed 34 diamond drill holes to date
as part of its resource drilling programme on a 600m section, after encouraging
ground mapping, data reinterpretation and scout drilling results. This drilling
programme on the Tulu Kapi Prospect is intended to define an Inferred Resource
under JORC and all planned drilling has now been completed although some assay
results are still to be received.
Scout drilling programmes have also been undertaken on the Guji, Gudeya-Guji and
Dina Prospects, which are located in close proximity to the Tulu Kapi Prospect.
It is now considered by Minerva that this area may be a newly discovered "gold
province" which has the potential for the establishment of a one treatment plant
serving multiple ore sources, which would allow the significant sharing of
logistics and infrastructure between the ore sources.
Minerva has also been examining the potential to expand the small scale platinum
production operations at Yubdo, some 25km from the Tulu Kapi Prospect. A pilot
gravity recovery plant has been installed, a metallurgical research programme
has been initiated and further exploration activities have commenced on the 9km
by 1.5km surface expression of the deposit.
In Sierra Leone, Minerva holds gold, platinum and diamond exploration licences,
which will for the most part continue to be developed by existing joint venture
partners.
Minerva's operational activities have been minimised since late January 2009 in
order to conserve cash whilst the data from the Inferred Resource drilling
programme at the Tulu Kapi Prospect has been compiled, assessed and a resource
calculation commenced.
6. Background and reasons for the Offer
The acquisition of Minerva will increase Dwyka's gold exposure on the African
continent and provide a means of raising the profile and prospects for the
Enlarged Group's gold production. The Dwyka Directors further believe that the
Minerva assets will shift the Company's primary focus from being an explorer to
becoming a producer, capitalising on the technical and financial skills that its
staff have to offer. A wider asset base and the future planned production focus
is expected to broaden shareholder interest and potentially generate liquidity
in Dwyka's stock to the benefit of the then existing Dwyka Shareholders.
The Dwyka Directors are of the view that the Acquisition offers an opportunity
for the Company to rapidly build upon historical exploration work completed by
Minerva with the express purpose of delivering producing assets to Dwyka
Shareholders in a much shorter timeframe than the Dwyka Directors consider would
be possible with similar assets at an earlier stage of exploration or
development. The Dwyka Directors, whilst recognising that the delivery of
producing assets can be achieved by means of development of a new discovery
through start-up exploration, are of the opinion that the acquisition route in
this case provides potential for a significantly shorter lead time to the first
gold production for the Enlarged Group and that the Offer represents the most
effective route for Dwyka to achieve this whilst optimising the utilisation of
cash by the Enlarged Group.
Over the past 18 months, Dwyka has investigated in detail approximately 40
potential acquisition opportunities located throughout the world. The Dwyka
Directors are of the opinion that gold represents a resource commodity that is
likely to remain in high demand and retain mid to long-term pricing. Projects
and assets were reviewed with a view to their ability to meet the following key
criteria:
* Growth profile: evidence of scope for expansion of the main ore body as well as
local and regional potential both within existing licences and surrounding
prospective areas for new discoveries;
* JORC compliance: exploration data combined with a mineralisation style that
lends itself to the establishment of a JORC compliant resource without recourse
to excessive and costly drilling to confirm ore body continuity;
* Achievable Targets: a sufficiently high degree of confidence in the potential
resource, associated metallurgy and possible mining methods to ensure as far as
possible that targets communicated to shareholders can be met;
* Low Production costs: an ability at an early stage of development to confirm
within the limits of available and relevant information that future mining and
processing can be achieved at competitive operating costs with a gold prices set
at realistic levels likely to be sustainable over the long-term; and
* Flexibility: a resource and appropriate processing and mining methodologies and
associated plant and equipment that provided future mine management with the
flexibility required to quickly respond to market conditions and allow
management to adjust operating procedures to meet targets.
During the process of asset selection and evaluation, the Dwyka Directors
established that the Acquisition represented an opportunity to define a JORC
resource in the near term based on the work performed by Minerva to date and
thereafter to grow the resource through further exploration and the
establishment of a low cost gold mining operation.
Specifically, the Dwyka Directors have taken into consideration that Minerva's
Tula Kapi Prospect and Guji, Gueya Guji and Dina Prospects have a simple
geological structure and metallurgy which will potentially reduce the costs of
exploration and future extraction of ore.
The Dwyka Directors believe that the combination of Minerva's assets together
with Dwyka's in-house experience and financial resources provide the catalyst to
meet the criteria listed above in respect of the Acquisition. An added benefit
for Dwyka is that the legislation environment in Ethiopia is recognised as being
one of more conducive in Africa towards foreign investment and mining
operations.
It is currently envisaged that Dwyka's development programme will focus on the
Tulu Kapi Prospect where detailed exploration and preliminary evaluation work
has been undertaken since 2005 and the current work programme is concentrating
on a small portion of a clearly delineated mineralised target. As a result, the
Dwyka Directors believe that the historical work and the subsequent results
achieved by Minerva are sufficiently far advanced to provide the Enlarged Group
and its shareholders with an opportunity to accelerate scoping and feasibility
studies with a view to developing a producing gold mine.
In addition, the Dwyka Directors are of the opinion that further exploration
offers the potential for further short and medium-term value enhancement through
the proving of further resources in all categories based upon a systematic
programme of drilling supplemented by other standard exploration techniques
covering not only the extensions to the Tulu Kapi Prospect but also a number of
other targets considered prospective by the Dwyka Directors, based on recent
exploration results.
7.Background to and reasons for recommending the Offer
In line with other junior mining exploration companies, Minerva has found it
difficult over the last year to raise sufficient funds in the market to enable
it to continue to develop its assets as a standalone company. In September 2008
Minerva completed a placing to enable it to continue its operations at its
principal Ethiopian assets. At that time it was envisaged that Minerva would
need to raise further funds in the first quarter of 2009 to continue its
exploration activities for these assets. Despite positive drilling results in
Ethiopia, particularly at the Tulu Kapi Prospect and also at the Guji Prospect,
Minerva found it difficult in the prevailing global economic situation to
attract such further funds.
On 30 January 2009 Minerva announced that it needed to raise additional funds in
order for it to continue operating as a going concern and that the Minerva
Directors had resolved to enter into a CVA to provide time to seek those
additional funds. Minerva also requested a suspension of its shares from trading
on AIM pending clarification of its financial position. Since that time
Minerva's ongoing operational activities have been minimised to conserve cash.
On 5 May 2009 Minerva announced that it had entered into the Loan Agreement
with, at that time, an unnamed third party, to provide the Facility of
GBP350,000 and that in view of the Facility it proposed not to proceed further
with a CVA. Repayment of any monies drawn down under the Facility by Minerva,
could at the lender's option, be satisfied by conversion into new Minerva Shares
conditional on Minerva Shareholder approval.
Contemporaneously with the draw-down of the First Tranche under the Facility on
5 May 2009, Minerva entered into the MOU with Dwyka (the provider of the
Facility) through which it agreed to provide a legally binding exclusivity
period to Dwyka to enable it to conduct due diligence on Minerva's assets with a
view to determining whether a business combination would be in the best
interests of both companies. Drawdown of the Second Tranche of the Facility of
GBP275,000 was subject to the fulfillment of certain conditions including
confirmation that a business combination with Dwyka was still being considered.
On 1 June 2009 Dwyka announced the Possible Offer to acquire Minerva following
which Minerva announced that under and subject to the terms of the Loan
Agreement, it had the ability to drawdown the Second Tranche to assist it with
its working capital requirements for the period up to and including such time as
the Possible Offer, if made, was either declared unconditional in all respects,
lapsed or was withdrawn.
Following the drawdown of the Second Tranche it was duly resolved at a general
meeting of Minerva Shareholders on 17 June 2009, to authorise the Minerva
Directors to allot new Minerva Shares on a non-preemptive basis to facilitate
the possible election by Dwyka to capitalise any funds drawn down under the
Facility into new Minerva Shares. Capitalisation of the monies drawn down under
the Facility would result in Dwyka being interested in approximately 25 per
cent. of the subsequently enlarged share capital of Minerva.
Notwithstanding the interim funding provided by Dwyka to date, Minerva has
insufficient cash reserves to continue to develop its assets and the Independent
Minerva Directors consider that the prospects of raising additional capital via
the equity markets in the current environment are extremely limited.
The Minerva Directors believe that the acquisition of Minerva by Dwyka, which
values each Minerva Share at 1.2 pence, being a premium of 71 per cent. to the
Closing Price per Minerva Share on 29 January 2009 (being the last Business Day
prior to the suspension of trading of the Minerva Shares) will therefore benefit
Minerva Shareholders.
In summary, the Minerva Directors believe that the Offer provides the following
potential benefits to Minerva Shareholders:
* Access to a greater diversity of assets, geographical and mineral exposure.
Acceptance of the Offer gives Minerva Shareholders exposure to Dwyka's portfolio
of projects, which comprise the Muremara Nickel Project, a nickel exploration
asset in Burundi and the SwaziGold Project, an early-stage gold project in
Swaziland. These assets will provide other areas of potential value for Minerva
Shareholders whilst decreasing the current exposure to geographical risk.
* Strong financial position. As at 23 June 2009, Dwyka has cash reserves of over
A$14m (not taking into account the costs of the Offer), which can be utilised to
continue the exploration of its nickel and gold projects as well as to finance
the ongoing development of Minerva's assets should the Offer be successful.
* Access to Dwyka's technical experience. The key personnel of Dwyka have many
years of experience in the resources industry, with particular reference to gold
and platinum and have operated extensively in Africa. Access to the additional
technical experience of such key personnel of Dwyka in the context of the future
development of Minerva's assets, as well as other management and employee
synergies that are expected to result from the Offer being successfully
concluded, should enable the Enlarged Group to expedite the development of the
Minerva Group's assets.
The Minerva Directors are of the view that, in the current economic climate,
there is significant uncertainty as to whether Minerva would be able to continue
as a going concern and as such the Offer, if accepted, would remove such
uncertainty and provide the benefits listed above.
8. Directors, management and employees
The Dwyka Board has given assurances to the Minerva Directors that, following
the Offer becoming or being declared unconditional in all respects, the existing
employment rights, including pension rights, of all of the employees of Minerva
will be fully safeguarded.
Each of the Minerva Directors has signed conditional letters of resignation
confirming and agreeing that, upon the Offer being declared unconditional in all
respects, they will resign from the Minerva Board (and each member of the
Minerva Group) and in the case of Terry Ward (the only employee on the Minerva
Board) cease to be an employee.
On 22 June 2009, a consultancy agreement was entered into between Minerva and
Terrance Ward pursuant to which Terrance Ward agreed to provide Minerva with
consultancy services, for a period of 6 months with effect from the Offer being
declared unconditional in all respects. In consideration, Minerva agreed to pay
Terrance Ward a fee of A$5,000 per month based on 5 working days per month at
A$1,000 per day. In the opinion of W.H. Ireland, the arrangements with Mr. Ward
are fair and reasonable.
9.Minerva Warrants, Minerva Options and Deferred Minerva Shares
The Offer is being extended to all Minerva Shares which are issued or
unconditionally allotted and fully paid (or credited as fully paid) before the
date on which the Offer closes (or, subject to the Code, by such earlier date as
Dwyka may decide).
Following a meeting of the Minerva Warrantholders on 22 June 2009 it was
resolved that the Minerva Warrants would be incapable of exercise for a period
from 22 June 2009 until 31 December 2009 and will lapse in the event the Offer
is declared unconditional in all respects on or before 31 October 2009.
Accordingly, no offer is being made by Dwyka to the holders of Minerva Warrants.
Under the terms of the Option Deeds of Termination, the Minerva Optionholders
have agreed that the Minerva Options will be incapable of exercise from the date
of this announcement to 31 October 2009 and will lapse upon the Offer being
declared unconditional in all respects on or before 31 October 2009. According
no offer is being made by Dwyka to the holders of Minerva Options.
Following review with the Minerva Board, in the context of the current economic
value of the Deferred Minerva Shares, Dwyka is, in accordance with the Code and
with the consent of the Panel, making no separate offer to holders of the
Deferred Minerva Shares.
Dwyka intends, if the Offer becomes or is declared unconditional in all
respects, to procure the cancellation or transfer of the Deferred Minerva Shares
in accordance with Minerva's articles of association.
Under the terms of the Warrant Deeds of Termination, W.H. Ireland has agreed
that the W.H. Ireland Warrants would be incapable of exercise for a period from
the date of this announcement until 31 December 2009 and will lapse in the event
the Offer is declared unconditional in all respects on or before 31 October
2009.
10. Recommendation
If the Offer is successfully concluded then Minerva will become a wholly-owned
subsidiary of Dwyka and all existing Minerva Shareholders will become Dwyka
Shareholders.
The Independent Minerva Directors, having been so advised by W.H. Ireland,
consider the terms of the Offer to be fair and reasonable so far as Minerva
Shareholders are concerned. In providing its advice, W.H. Ireland has taken into
account the commercial assessments of the Minerva Directors regarding the likely
performance of Minerva in the foreseeable future. Accordingly, the Independent
Minerva Directors recommend that Minerva Shareholders accept the Offer, as the
Independent Minerva have irrevocably undertaken to do in relation to their
aggregate holding of 3,622,400 Minerva Shares, representing approximately 2.34
per cent. of the existing issued ordinary share capital of Minerva.
The Independent Minerva Directors comprises the Minerva Directors with the
exception of Roger Clegg, who is required under the Code to be excluded from the
recommendation as he is connected with Ambrian Capital, the largest shareholder
in Minerva, through his full time employment in that group of companies and a
subsidiary of that group, Ambrian, is adviser to Dwyka.
11. Disclosure of interests in Minerva
Save for the undertakings referred to in paragraph 3 of this Announcement and
the conversion rights under the Loan Agreement referred to in paragraph
7, neither Dwyka nor, so far as the Dwyka Directors are aware, any person acting
in concert with it, has any interest in or right to subscribe for Minerva Shares
or has any short position (including any short positions under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to take delivery) in Minerva Shares, has borrowed or lent any Minerva Shares
(save for any borrowed shares which have been either on-lent or sold) or has any
arrangement in relation to Minerva Shares. For these purposes, 'arrangement'
includes any agreement to sell or any delivery obligation or right to require
another person to purchase or take delivery and borrowing or lending
of Minerva Shares. An 'arrangement' also includes any indemnity or option
arrangement, any agreement or understanding, formal or informal, of whatever
nature relating to Minerva Shares which may be an inducement to deal or refrain
from dealing in such securities. 'Interest' includes any long economic exposure,
whether conditional or absolute, to changes in the price of securities and a
person is 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.
12. Further details of the Offer
The Minerva Shares to be acquired by Dwyka pursuant to the Offer will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
rights of pre-emption and other third party rights and interests of any nature
whatsoever and together with all rights now or hereafter attaching thereto,
including the right to receive and retain all dividends and other distributions
(if any) declared, paid or made on or after the date of this Announcement.
The New Dwyka Shares to be issued pursuant to the Offer will be credited as
fully paid and will rank pari passu in all respects with the Existing Dwyka
Shares in issue, including the right to receive all dividends and other
distributions declared, made or paid after Admission and otherwise upon a return
of capital.
Applications will be made to the London Stock Exchange and the Australian Stock
Exchange for the New Dwyka Shares to be admitted to trading on AIM and the ASX.
Fractions of Consideration Shares will not be allotted or issued to persons who
accept (or are deemed to accept) the Offer. Entitlements to New Dwyka Shares
will be rounded down to the nearest New Dwyka Share.
There are no agreements or arrangements to which Dwyka is a party which relate
to the circumstances in which it may or may not invoke or seek to invoke a
condition of the Offer.
13. Overseas Shareholders
The Offer is not being made, directly or indirectly, in or into, or by the use
of mails or any means or instrumentality (including without limitation,
telephonically or electronically) of interstate or foreign commerce of, or any
facility of a national securities exchange of, the Restricted Jurisdictions and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities from or within the Restricted Jurisdictions.
Copies of this announcement and any related documents are not being, and must
not be, in whole or in part, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from a Restricted Jurisdiction and
persons receiving this announcement and any related documents (including,
without limitation, custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send them, in whole or in part, in or into or
from a Restricted Jurisdiction or other such jurisdiction where to do so would
constitute a violation of the relevant laws of such jurisdiction. The
availability of the Offer to persons who are not resident in the UK may be
affected by the laws of the relevant jurisdictions. Persons who are not resident
in the UK should inform themselves about and observe any applicable
requirements.
The New Dwyka Shares have not been, nor will they be, registered under the US
Securities Act or any of the relevant securities laws of any other Restricted
Jurisdiction. Accordingly the New Dwyka Shares may not (unless an exemption
under relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the Restricted Jurisdictions or
for the account or benefit of any person located in a Restricted Jurisdiction or
any US Person. All persons (including, without limitation, nominees, trustees
and custodians) who would, or otherwise intend to, forward this announcement to
a jurisdiction outside the UK should seek appropriate advice before taking any
action.
14. Admission and dealings in New Dwyka Shares
Applications will be made to the London Stock Exchange and the Australian Stock
Exchange for the New Dwyka Shares to be admitted to trading on AIM and the ASX
respectively.
Upon the Offer becoming or being declared unconditional in all respects, save
for Admission, application will be made to the London Stock Exchange and the
Australian Stock Exchange for the New Dwyka Shares issued in respect of
acceptances validly received at the date of such declaration to be admitted to
trading on AIM and the ASX.
15. Compulsory acquisition, cancellation of admission of Minerva Shares to
trading on AIM and re-registration
If Dwyka receives acceptances under the Offer in respect of, and/or otherwise
acquires, 90 per cent. or more of the Minerva Shares and the Offer is declared
unconditional in all respects, then Dwyka intends to exercise its rights
pursuant to the provisions of sections 979 to 982 (inclusive) of the 2006 Act to
acquire compulsorily any outstanding Minerva Shares not acquired or agreed to be
acquired pursuant to the Offer or otherwise.
In addition, as soon as it is appropriate to do so, and subject to the
conditions of the Offer having been satisfied or (if capable of waiver) waived
and subject to any applicable legal or regulatory requirements, Dwyka intends to
procure that Minerva cancels the admission of the Minerva Shares to trading on
AIM. The cancellation of the trading of the Minerva Shares will significantly
reduce the liquidity and marketability of any Minerva Shares not assented to the
Offer and their value may be affected in consequence as there will be no market
facility for dealing Minerva Shares. It is anticipated that, should such an
application be made, cancellation of Minerva's admission to trading will take
effect no earlier than 20 Business Days following the date of posting of the
Offer Document (i.e. not before 23 July 2009) and at least 5 Business Days
following the Offer being declared unconditional. Further details will be
announced as appropriate.
It is also proposed that, in due course, Dwyka will seek to procure the
re-registration of Minerva as a private limited company under the relevant
provisions of the 2006 Act.
16. Issued share capital
In accordance with Rule 2.10 of the Code, Dwyka confirms that it has 190,742,224
ordinary shares of no par value in issue and admitted to trading on the AIM
Market of the London Stock Exchange and the Australian Stock Exchange. The UK
ISIN reference for these securities is AUOOOOOODWY1.
In accordance with Rule 2.10 of the Code, Minerva confirms that it has
154,294,458 ordinary shares of 0.25 p each in issue and admitted to trading on
the AIM Market of the London Stock Exchange. The ISIN reference for these
securities is GB0033826206.
17. General
The Offer Document and (in the case of Minerva Shares held in certificated form)
the Form of Acceptance will be posted to Minerva Shareholders today.
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix II of this Announcement and definitions of
certain expressions used in this Announcement are contained in Appendix III of
this Announcement.
Enquiries:
+-------------------------------------------------+----------------------+
| Dwyka Resources Limited | |
+-------------------------------------------------+----------------------+
| Melissa Sturgess, Chairman and CEO | Tel: +44 (0)78 2555 |
| | 1397 |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Minerva Resources plc | Tel: +44 (0)20 7395 |
| | 1939 |
+-------------------------------------------------+----------------------+
| Andrew Daley, Chairman | |
+-------------------------------------------------+----------------------+
| Terry Ward, CEO | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Ambrian Partners Limited (financial adviser to | Tel: +44 (0)20 7634 |
| Dwyka) | 4700 |
+-------------------------------------------------+----------------------+
| Richard Brown | |
+-------------------------------------------------+----------------------+
| Samantha Harrison | |
+-------------------------------------------------+----------------------+
| Richard Greenfield | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| WH Ireland (financial adviser to Minerva) | |
+-------------------------------------------------+----------------------+
| James Joyce | Tel: +44 (0)20 |
| | 7220 1666 |
+-------------------------------------------------+----------------------+
| Sarang Shah | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Conduit (PR advisers to Dwyka) | Tel: +44 (0)20 7429 |
| | 6604 |
+-------------------------------------------------+----------------------+
| Charlie Geller | |
+-------------------------------------------------+----------------------+
| Leesa Peters | |
+-------------------------------------------------+----------------------+
| | |
+-------------------------------------------------+----------------------+
| Bishopsgate Communications Ltd (PR advisers to | Tel: +44 (0)20 7562 |
| Minerva) | 3350 |
+-------------------------------------------------+----------------------+
| Nick Rome | |
+-------------------------------------------------+----------------------+
IMPORTANT INFORMATION
The Offer Document and (in the case of Minerva Shares held in certificated form)
the Form of Acceptance will be posted to Minerva Shareholders today, other than
in relation to a Restricted Jurisdiction and the Offer will remain open for
acceptance until 14 July 2009.
The Independent Minerva Directors accept responsibility for the information
contained in this Announcement relating to Minerva and its subsidiaries,
themselves and their immediate families and connected persons. Roger Clegg
accepts responsibility for the information contained in this Announcement
relating to Minerva and its subsidiaries, himself and this immediate family and
connected persons, save for the recommendation and opinion as set out in
paragraph 10 of this Announcement for which the Independent Minerva Directors
have taken responsibility. The Dwyka Directors accept responsibility for all of
the other information contained in this Announcement. To the best of the
knowledge and belief of the Minerva Directors and the Dwyka Directors (who have
taken all reasonable care to ensure that such is the case) the information
contained in this Announcement for which they are respectively responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
Ambrian Partners Limited (which is regulated in the UK by the Financial Services
Authority) is acting exclusively for Dwyka as financial adviser, nominated
adviser and broker and no one else (including the recipients of this
announcement) in connection with the Acquisition and will not be responsible to
anyone other than the Company for providing the protections afforded to
customers of Ambrian or for advising any other person in connection with the
Acquisition. Ambrian makes no representation, express or implied, with respect
to the accuracy or completeness of any information contained in this
announcement and accepts no responsibility for, nor does it authorise, the
contents of, or the issue of this announcement, or any other statement made or
purported to be made by the Company, or on its behalf, in connection with the
Company or any or the other arrangements the subject matter of this
announcement.
WH Ireland, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Minerva and no one else
in connection with the Offer and will not be responsible to anyone other than
Minerva for providing the protections afforded to clients of WH Ireland nor for
providing advice in relation to the Offer.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be subject restricted by law and therefore
persons into whose possession this announcement comes should inform themselves
about, and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of any such
jurisdiction. The following 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.
This Announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely
by means of the Offer Document, an advertisement to be published in the London
Gazette and the Form of Acceptance (in respect of certificated Minerva Shares),
which will contain the full terms and conditions of the Offer, including details
of how the Offer may be accepted. Any acceptance or other response to the Offer
should be made only on the basis of the information in the Offer Document and
the Form of Acceptance (in the case of certificated Minerva Shares). This
announcement does not constitute a prospectus or prospectus equivalent document.
Unless otherwise determined by Dwyka and permitted by applicable law and
regulation, the Offer will not be made, directly or indirectly, in or into, or
by the use of the mails or by any means or instrumentality (including, without
limitation, telephonically or electronically) of interstate or foreign commerce,
or any facility of a national securities exchange, of a Restricted Jurisdiction
(including the United States, Canada, Singapore, the Republic of South Africa or
Japan) and the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in or
into or from a Restricted Jurisdiction and persons receiving this Announcement
(including, without limitation, custodians, nominees and trustees) must not mail
or otherwise forward, distribute or send it in or into or from a Restricted
Jurisdiction. Doing so may render invalid any purported acceptance of the Offer.
The availability of the Offer to persons who are not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
The New Dwyka Shares will not be registered under the United States Securities
Act of 1933 (as amended) or under the securities laws of any state of the United
States or qualify for distribution under any of the relevant securities laws of
Japan, nor has any prospectus in relation to the New Dwyka Shares been lodged
with or registered by the Australian Securities and Investments Commission or
the Japanese Ministry of Finance. Overseas Shareholders and any person
(including, without limitation, custodians, nominees and trustees) who has a
contractual or other legal obligation to forward this announcement to a
jurisdiction outside the UK should seek appropriate advice before taking any
action.
Application will be made to the London Stock Exchange and the Australian Stock
Exchange for the New Dwyka Shares to be admitted to trading on AIM and the ASX
respectively.
New Dwyka Shares are not being offered to the public by means of this
announcement.
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 Minerva or of the Company, 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 Minerva or 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 Minerva or of the Company by Minerva 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.
In accordance with Rule 2.10 of the Code, Dwyka confirms that it has 190,742,224
ordinary shares of no par value in issue and admitted to trading on the AIM
Market of the London Stock Exchange and the Australian Stock Exchange. The ISIN
reference for these securities is AUOOOOOODWY1.
In accordance with Rule 2.10 of the Code, Minerva confirms that it has
154,294,458 ordinary shares of 0.25 p each in issue and admitted to trading on
the AIM Market of the London Stock Exchange. The ISIN reference for these
securities is GB0033826206.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Copies of this Announcement can be found at Dwyka's and Minerva's websites at
www.dwyresources.com and www.minervaresources.com respectively.
COMPETENT PERSON
Nigel Chapman has reviewed and approved the geological and technical data in
this announcement. Mr Chapman has sufficient experience which is relevant to
these styles of mineralisation and type of deposits under consideration and to
the activity which he is qualified as a Competent Person as defined in the 2004
Edition of the 'Australasian Code for Reporting of Exploration Results, Mineral
Resources and Ore Reserves'.
Mr Chapman is an AusIMM Chartered Professional. He is employed by MEM Mauritius
Limited as a consultant geologist. He consents to the inclusion of this
information in the form and context in which it appears in this announcement.
APPENDIX I
CONDITIONS AND CERTAIN FURTHER TERMS OF THE OFFER
The Offer, which will comply with the applicable rule and regulations of the
London Stock Exchange and the Code will be governed English Law and subject to
the jurisdiction of the courts of England will be subject to the terms and
conditions set out below, in the Offer Document and (in respect of certificated
Minerva Shares) in the Form of Acceptance:
+------+--------+-------+-------------------------------------------------------------------------+
| (a) | valid acceptances being received (and not, where permitted, withdrawn) by not later |
| | than 1.00 p.m. (London time) on 14 July 2009 (or such later time(s) and/or date(s) as |
| | Dwyka may, subject to the rules of the Code, decide) in respect of not less than 90 per |
| | cent. (or such lower percentage as Dwyka may decide) in nominal value of the Minerva |
| | Shares to which the Offer relates, provided that this condition will not be satisfied |
| | unless Dwyka and/or its wholly owned subsidiaries shall have acquired or agreed to |
| | acquire (whether pursuant to the Offer or otherwise) Minerva Shares carrying in |
| | aggregate more than 50 per cent. of the voting rights then normally exercisable at a |
| | general meeting of Minerva, including for this purpose (except to the extent otherwise |
| | agreed by the Panel) any such voting rights attaching to any Minerva Shares that are |
| | unconditionally allotted or issued before the Offer becomes or is declared |
| | unconditional as to acceptances, whether pursuant to the exercise of any outstanding |
| | subscription or conversion rights or otherwise; and for this purpose: |
+------+------------------------------------------------------------------------------------------+
| | (i) | the expression "Minerva Shares to which the Offer relates" shall be construed |
| | | in accordance with sections 979 to 982 of the 2006 Act; |
+------+--------+---------------------------------------------------------------------------------+
| | (ii) | Minerva Shares which have been unconditionally allotted shall be deemed to |
| | | carry the voting rights which they will carry upon issue; and |
+------+--------+---------------------------------------------------------------------------------+
| | (iii) | valid acceptances shall be deemed to have been received in respect of Minerva |
| | | Shares which are treated for the purposes of section 979 of the 2006 Act as |
| | | having been acquired or contracted to be acquired by Dwyka by virtue of |
| | | acceptances of the Offer; |
+------+--------+---------------------------------------------------------------------------------+
| (b) | the admission to trading on AIM in accordance with the AIM Rules and the ASX in |
| | accordance with the ASX Listing Rules of the New Dwyka Shares issued in respect of |
| | acceptances validly received when the Offer is declared by Dwyka to be unconditional in |
| | all respects save for such admission; |
+------+------------------------------------------------------------------------------------------+
| (c) | no Third Party having intervened and there not continuing to be outstanding any |
| | statute, regulation or order of any Third Party in each case which would or might |
| | reasonably be expected (in any case to an extent which is material in the context of |
| | the Dwyka Group or the Minerva Group, as the case may be, taken as a whole) to: |
+------+------------------------------------------------------------------------------------------+
| | (i) | make the Offer, its implementation or the acquisition or proposed acquisition |
| | | by Dwyka or any member of the Wider Dwyka Group of any shares or other |
| | | securities in, or control or management of, Minerva or any member of the Wider |
| | | Minerva Group void, illegal or unenforceable in any jurisdiction, or otherwise |
| | | directly or indirectly restrain, prevent, prohibit, restrict or delay the same, |
| | | or impose additional conditions or obligations with respect to the Offer or |
| | | such acquisition, or otherwise impede, challenge or interfere with the Offer or |
| | | such acquisition, or require amendment to the terms of the Offer or the |
| | | acquisition or proposed acquisition of any Minerva Shares or the acquisition of |
| | | control of Minerva or the Wider Minerva Group by Dwyka or any member of the |
| | | Wider Dwyka Group; |
+------+--------+---------------------------------------------------------------------------------+
| | (ii) | limit or delay the ability of any member of the Wider Dwyka Group or any member |
| | | of the Wider Minerva Group to acquire or to hold or to exercise effectively, |
| | | directly or indirectly, all or any rights of ownership in respect of shares or |
| | | other securities in, or to exercise voting or management control over, any |
| | | member of the Wider Minerva Group or any member of the Wider Dwyka Group; |
+------+--------+---------------------------------------------------------------------------------+
| | (iii) | require, prevent or delay the divestiture or alter the terms envisaged for any |
| | | proposed divestiture by any member of the Wider Dwyka Group of any shares or |
| | | other securities in Minerva; |
+------+--------+---------------------------------------------------------------------------------+
| | (iv) | require, prevent or delay the divestiture or alter the terms envisaged for any |
| | | proposed divestiture by any member of the Wider Dwyka Group or by any member of |
| | | the Wider Minerva Group of all or any portion of their respective businesses, |
| | | assets or properties or limit the ability of any of them to conduct any of |
| | | their respective businesses or to own or control any of their respective assets |
| | | or properties or any part thereof; |
+------+--------+---------------------------------------------------------------------------------+
| | (v) | require except pursuant to Chapter 3 of Part 28 of the 2006 Act, any member of |
| | | the Wider Dwyka Group or of the Wider Minerva Group to acquire, or to offer to |
| | | acquire, any shares or other securities (or the equivalent) in any member of |
| | | either group owned by any Third Party; |
+------+--------+---------------------------------------------------------------------------------+
| | (vi) | limit the ability of any member of the Wider Dwyka Group or of the Wider |
| | | Minerva Group to conduct or integrate or co-ordinate its business, or any part |
| | | of it, with the businesses or any part of the businesses of any other member of |
| | | the Wider Dwyka Group or of the Wider Minerva Group; |
+------+--------+---------------------------------------------------------------------------------+
| | (vii) | result in any member of the Wider Minerva Group or the Wider Dwyka Group |
| | | ceasing to be able to carry on business under any name (or the manner in which |
| | | it is carried out) under which it presently does so; or |
+------+--------+---------------------------------------------------------------------------------+
| | (viii) | otherwise adversely affect the business, assets, profits, financial or trading |
| | | position or prospects of any member of the Wider Minerva Group or of the Wider |
| | | Dwyka Group, and all applicable waiting and other time periods during which any |
| | | Third Party could intervene under the laws of any relevant jurisdiction having |
| | | expired, lapsed or been terminated; |
+------+--------+---------------------------------------------------------------------------------+
| (d) | all notifications and filings which are necessary or are reasonably considered |
| | appropriate by Dwyka having been made, all appropriate waiting and other time periods |
| | (including any extensions of such waiting and other time periods) under any applicable |
| | legislation or regulation of any relevant jurisdiction having expired, lapsed or been |
| | terminated (as appropriate) and all statutory or regulatory obligations in any relevant |
| | jurisdiction having been complied with in each case in connection with the Offer or the |
| | acquisition or proposed acquisition of any shares or other securities in, or control |
| | of, Minerva or any other member of the Wider Minerva Group by any member of the Wider |
| | Dwyka Group or the carrying on by any member of the Wider Minerva Group of its |
| | business; |
+------+------------------------------------------------------------------------------------------+
| (e) | all Authorisations which are necessary or are reasonably considered necessary or |
| | appropriate by Dwyka in any relevant jurisdiction for or in respect of the Offer or the |
| | acquisition or proposed acquisition of any shares or other securities in, or control |
| | of, Minerva or any other member of the Wider Minerva Group by any member of the Wider |
| | Dwyka Group or the carrying on by any member of the Wider Minerva Group of its business |
| | having been obtained, in terms and in a form reasonably satisfactory to Dwyka, from all |
| | appropriate Third Parties or from any persons or bodies with whom any member of the |
| | Wider Minerva Group has entered into contractual arrangements (or accepted any legal |
| | obligation thereto) in each case where the absence of such Authorisation would have a |
| | material adverse effect on the Minerva Group taken as a whole and all such |
| | Authorisations remaining in full force and effect and there being no notice or |
| | intimation of any intention to revoke, suspend, restrict, modify or not to renew any of |
| | the same; |
+------+------------------------------------------------------------------------------------------+
| (f) | except as publicly announced by Minerva (by the delivery of an announcement to a |
| | Regulatory Information Service) prior to 23 June 2009 or as fairly disclosed in writing |
| | to Dwyka by or on behalf of Minerva prior to 23 June 2009, there being no provision of |
| | any arrangement, agreement, licence, permit, franchise or other instrument to which any |
| | member of the Wider Minerva Group is a party, or by or to which any such member or any |
| | of its assets is or are or may be bound, entitled or subject or any circumstance, |
| | which, in each case as a consequence of the Offer or the acquisition or proposed |
| | acquisition of any shares or other securities in, or control of, Minerva or any other |
| | member of the Wider Minerva Group by any member of the Wider Dwyka Group or otherwise, |
| | could or might reasonably be expected to result in (in any case to an extent which is |
| | or would be material in the context of the Minerva Group taken as a whole): |
+------+------------------------------------------------------------------------------------------+
| | (i) | any monies borrowed by or any other indebtedness or liabilities (actual or |
| | | contingent) of, or any grant available to, any member of the Wider Minerva |
| | | Group, other than the Facility, being or becoming repayable or capable of being |
| | | declared repayable immediately or prior to its stated repayment date or the |
| | | ability of any member of the Wider Minerva Group to borrow monies or incur any |
| | | indebtedness, other than the Facility, being withdrawn or inhibited or becoming |
| | | capable of being withdrawn; |
+------+--------+---------------------------------------------------------------------------------+
| | (ii) | the creation or enforcement of any mortgage, charge or other security interest |
| | | over the whole or any part of the business, property, assets or interests of |
| | | any member of the Wider Minerva Group or any such mortgage, charge or other |
| | | security interest (wherever created, arising or having arisen) becoming |
| | | enforceable; |
+------+--------+---------------------------------------------------------------------------------+
| | (iii) | any such arrangement, agreement, licence, permit, franchise or instrument, or |
| | | the rights, liabilities, obligations or interests of any member of the Wider |
| | | Minerva Group thereunder, being, or becoming capable of being terminated or |
| | | adversely modified or affected or any adverse action being taken or any |
| | | obligation or liability arising thereunder; |
+------+--------+---------------------------------------------------------------------------------+
| | (iv) | any asset or interest of any member of the Wider Minerva Group being or falling |
| | | to be disposed of or ceasing to be available to any member of the Wider Minerva |
| | | Group or any right arising under which any such asset or interest could be |
| | | required to be disposed of or could cease to be available to any member of the |
| | | Wider Minerva Group otherwise than in the ordinary course of business; |
+------+--------+---------------------------------------------------------------------------------+
| | (v) | any member of the Wider Minerva Group ceasing to be able to carry on business |
| | | under any name (or in any manner) under which it presently does so; |
+------+--------+---------------------------------------------------------------------------------+
| | (vi) | the creation of liabilities (actual or contingent) by any member of the Wider |
| | | Minerva Group; |
+------+--------+---------------------------------------------------------------------------------+
| | (vii) | the rights, liabilities, obligations or interests of any member of the Wider |
| | | Minerva Group under any such arrangement, agreement, licence, permit, franchise |
| | | or other instrument or the interests or business of any such member in or with |
| | | any other person, firm, company or body (or any arrangement or arrangements |
| | | relating to any such interests or business) being terminated, adversely |
| | | modified or affected; or |
+------+--------+---------------------------------------------------------------------------------+
| | (viii) | the financial or trading position or the prospects or the value of any member |
| | | of the Wider Minerva Group being prejudiced or adversely affected, and no event |
| | | having occurred which, under any provision of any arrangement, agreement, |
| | | licence, permit or other instrument, could result in any of the events or |
| | | circumstances which are referred to in paragraphs (i) to (viii) of this |
| | | condition (f) in any case to an extent which is or would be material in the |
| | | context of the Minerva Group taken as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| (g) | since 30 September 2008 and except as disclosed in Minerva's annual report and accounts |
| | for the year then ended or as otherwise publicly announced by Minerva (by the delivery |
| | of an announcement to a Regulatory Information Service) prior to 23 June 2009 or as |
| | otherwise fairly disclosed in writing to Dwyka by or on behalf of Minerva prior to 23 |
| | June 2009 no member of the Wider Minerva Group having: |
+------+------------------------------------------------------------------------------------------+
| | (i) | issued or agreed to issue, or authorised the issue of, additional shares of any |
| | | class, or securities convertible into or exchangeable for, or rights, warrants |
| | | or options to subscribe for or acquire, any such shares or convertible |
| | | securities other than as between Minerva and wholly-owned subsidiaries of |
| | | Minerva; |
+------+--------+---------------------------------------------------------------------------------+
| | (ii) | purchased or redeemed or repaid any of its own shares or other securities or |
| | | reduced or made any other change to any part of its share capital; |
+------+--------+---------------------------------------------------------------------------------+
| | (iii) | recommended, declared, paid or made any bonus, dividend or other distribution |
| | | whether payable in cash or otherwise (other than to Minerva or a wholly-owned |
| | | subsidiary of Minerva); |
+------+--------+---------------------------------------------------------------------------------+
| | (iv) | made or authorised any change in its loan capital; |
+------+--------+---------------------------------------------------------------------------------+
| | (v) | (other than any acquisition or disposal in the ordinary course of business or a |
| | | transaction between Minerva and a wholly-owned subsidiary of Minerva) merged |
| | | with, demerged or acquired or disposed of or transferred, mortgaged or charged |
| | | or created any security interest over any assets or any right, title or |
| | | interest in any assets (including shares in any undertaking and trade |
| | | investments) or authorised the same (which in any case is material in the |
| | | context of the Minerva Group taken as a whole); |
+------+--------+---------------------------------------------------------------------------------+
| | (vi) | issued or authorised the issue of, or made any change in or to, any debentures |
| | | or (except in the ordinary course of business) incurred or increased any |
| | | indebtedness or liability (actual or contingent) which in any case is material |
| | | in the context of the Minerva Group taken as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| | (vii) | entered into, varied or authorised any agreement, transaction, arrangement or |
| | | commitment (whether in respect of capital expenditure or otherwise) which: |
+------+--------+---------------------------------------------------------------------------------+
| | | (A) | is of a long term, onerous or unusual nature or magnitude or which is |
| | | | or could involve an obligation of such nature or magnitude; or |
+------+--------+-------+-------------------------------------------------------------------------+
| | | (B) | could restrict the business of any member of the Wider Minerva Group; |
| | | | or |
+------+--------+-------+-------------------------------------------------------------------------+
| | | (C) | is other than in the ordinary course of business, and which in any case |
| | | | is material in the context of the Minerva Group taken as a whole; |
+------+--------+-------+-------------------------------------------------------------------------+
| | (viii) | entered into, implemented, effected or authorised any merger, demerger, |
| | | reconstruction, amalgamation, scheme, commitment or other transaction or |
| | | arrangement in respect of itself or another member of the Wider Minerva Group |
| | | otherwise than in the ordinary course of business which in any case is material |
| | | in the context of the Minerva Group taken as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| | (ix) | entered into or varied the terms of, any contract, agreement or arrangement |
| | | with any of the directors or senior executives of any member of the Wider |
| | | Minerva Group; |
+------+--------+---------------------------------------------------------------------------------+
| | (x) | taken any corporate action or had any legal proceedings instituted or |
| | | threatened against it or petition presented or order made for its winding-up |
| | | (voluntarily or otherwise), dissolution or reorganisation or for the |
| | | appointment of a receiver, administrator, administrative receiver, trustee or |
| | | similar officer of all or any material part of its assets and revenues or any |
| | | analogous proceedings in any jurisdiction or appointed any analogous person in |
| | | any jurisdiction which in any case is material in the context of the Minerva |
| | | Group taken as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| | (xi) | been unable, or admitted in writing that it is unable, to pay its debts or |
| | | having stopped or suspended (or threatened to stop or suspend) payment of its |
| | | debts generally or ceased or threatened to cease carrying on all or a |
| | | substantial part of its business in any case with a material adverse effect on |
| | | the Minerva Group taken as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| | (xii) | waived or compromised any claim which is material in the context of the Minerva |
| | | Group taken as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| | (xiii) | made any alteration to its memorandum or articles of association which is |
| | | material in the context of the Offer; |
+------+--------+---------------------------------------------------------------------------------+
| | (xiv) | entered into any agreement, commitment or arrangement or passed any resolution |
| | | or made any offer (which remains open for acceptance) or proposed or announced |
| | | any intention with respect to any of the transactions, matters or events |
| | | referred to in this condition (g); |
+------+--------+---------------------------------------------------------------------------------+
| (h) | since 30 September 2008 and except as disclosed in Minerva's annual report and accounts |
| | for the year then ended or as otherwise publicly announced by Minerva (by the delivery |
| | of an announcement to a Regulatory Information Service) prior to 23 June 2009 or as |
| | otherwise fairly disclosed in writing to Dwyka by or on behalf of Minerva prior to 23 |
| | June 2009: |
+------+------------------------------------------------------------------------------------------+
| | (i) | there having been no adverse change or deterioration in the business, assets, |
| | | financial or trading positions or profit or prospects of any member of the |
| | | Wider Minerva Group which in any case is material in the context of the Minerva |
| | | Group taken as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| | (ii) | no contingent or other liability of any member of the Wider Minerva Group |
| | | having arisen or become apparent or increased which in any case is material in |
| | | the context of the Minerva Group taken as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| | (iii) | no litigation, arbitration proceedings, prosecution or other legal proceedings |
| | | to which any member of the Wider Minerva Group is or may become a party |
| | | (whether as plaintiff, defendant or otherwise) having been threatened, |
| | | announced, implemented or instituted by or against or remaining outstanding |
| | | against or in respect of any member of the Wider Minerva Group which in any |
| | | case is material in the context of the Minerva Group taken as a whole; and |
+------+--------+---------------------------------------------------------------------------------+
| | (iv) | (other than as a result of the Offer) no enquiry or investigation by, or |
| | | complaint or reference to, any Third Party having been threatened, announced, |
| | | implemented, instituted by or against or remaining outstanding against or in |
| | | respect of any member of the Wider Minerva Group which in any case is material |
| | | in the context of the Minerva Group taken as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| (i) | Dwyka not having discovered: |
+------+------------------------------------------------------------------------------------------+
| | (i) | that any financial or business or other information concerning the Wider |
| | | Minerva Group disclosed at any time by or on behalf of any member of the Wider |
| | | Minerva Group, whether publicly, to any member of the Wider Dwyka Group or |
| | | otherwise, is misleading or contains any misrepresentation of fact or omits to |
| | | state a fact necessary to make any information contained therein not misleading |
| | | and which was not subsequently corrected before 23 June 2009 by disclosure |
| | | either publicly or otherwise to Dwyka to an extent which in any case is |
| | | material in the context of the Minerva Group as a whole; |
+------+--------+---------------------------------------------------------------------------------+
| | (ii) | that any member of the Wider Minerva Group is subject to any liability (actual |
| | | or contingent) which is not disclosed in Minerva's annual report and accounts |
| | | for the financial year ended 30 September 2008 (or as otherwise publicly |
| | | announced by Minerva by the delivery of an announcement to a Regulatory |
| | | Information Service) and which in any case is material in the context of the |
| | | Minerva Group taken as a whole; or |
+------+--------+---------------------------------------------------------------------------------+
| | (iii) | any information which affects the import of any information disclosed at any |
| | | time by or on behalf of any member of the Wider Minerva Group to an extent |
| | | which is material in the context of the Minerva Group taken as a whole; and |
+------+--------+---------------------------------------------------------------------------------+
| (j) | Dwyka not having been required to publish a prospectus or other document in any |
| | jurisdiction in respect of the Offer; and |
+------+------------------------------------------------------------------------------------------+
| (k) | no licence in the name of any member of the Wider Minerva Group in force at the date |
| | hereof having been terminated or otherwise having been made subject to any conditions |
| | more onerous than those in force at the date hereof and which are material in the |
| | context of the Acquisition, as adjudged by an independent third party appointed by |
| | Minerva and Dwyka. |
+------+--------+-------+-------------------------------------------------------------------------+
For the purpose of these conditions a Third Party shall be regarded as having
"intervened" if it has decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference or made, proposed
or enacted any statute, regulation, decision or order or taken any measures or
other steps or required any action to be taken or information to be provided or
otherwise having done anything and "intervene" shall be construed accordingly.
Subject to the requirements of the Panel, Dwyka reserves the right to waive all
or any of the above conditions, in whole or in part, except condition (a).
Conditions (b) to (k) (inclusive) must be fulfilled, be determined by Dwyka to
be or remain satisfied or (if capable of waiver) be waived by midnight on the
21st day after the later of: (i) the first closing date of the Offer and (ii)
the date on which condition (a) is fulfilled (or in each case such later date as
Dwyka may, with the consent of the Panel, decide), failing which the Offer will
lapse. Dwyka shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as fulfilled any of conditions
(b) to (k) (inclusive) by a date earlier than the latest date specified above
for the fulfilment of that condition.
If the Panel requires Dwyka to make an offer for Minerva Shares under the
provisions of Rule 9 of the Code, Dwyka may make such alterations to the
conditions of the Offer, including to condition (a), as are necessary to comply
with the provisions of that Rule.
If the Offer lapses it will cease to be capable of further acceptance. Minerva
Shareholders who have accepted the Offer and Dwyka shall then cease to be bound
by acceptances delivered on or before the date on which the Offer lapses.
APPENDIX II
BASES AND SOURCES
+------+-------+-------+-------------------------------------------------------------------------+
| 1. | Unless otherwise stated in this Announcement: |
+------+-----------------------------------------------------------------------------------------+
| | (a) | financial information relating to Dwyka has been extracted from the audited |
| | | accounts of Dwyka for the year ended 30 June 2008, the interim report for the 6 |
| | | months to 31 December 2008 and the unaudited quarterly reports for the periods |
| | | ended 30 September 2008, 31 December 2008 and 31 March 2009; |
+------+-------+---------------------------------------------------------------------------------+
| | (b) | financial information relating to Minerva has been extracted from the audited |
| | | accounts of Minerva for the year ended 30 September 2008; |
+------+-------+---------------------------------------------------------------------------------+
| | (c) | the number of Minerva Shares to which the Offer relates is calculated on the |
| | | basis of |
+------+-------+---------------------------------------------------------------------------------+
| | | (i) | 154,294,458 Minerva Shares in issue on 22 June 2009 being the last |
| | | | business day prior to publication of this Announcement; and |
+------+-------+-------+-------------------------------------------------------------------------+
| | | (ii) | that there are no Minerva Options or Minerva Warrants capable of |
| | | | exercise from the date of this Announcement and during the Offer |
| | | | Period. |
+------+-------+-------+-------------------------------------------------------------------------+
| | (d) | the number of New Dwyka Shares to be issued in respect of full acceptance of |
| | | the Offer is calculated upon the number of Minerva Shares in issue (as |
| | | described in paragraph (c) above) resulting in the issue of approximately |
| | | 30,858,891 New Dwyka Shares; |
+------+-------+---------------------------------------------------------------------------------+
| | (e) | all share prices are derived from the AIM Appendix of the Daily Official List; |
| | | and |
+------+-------+---------------------------------------------------------------------------------+
| | (f) | all prices quoted for Minerva Shares and Dwyka Shares are Closing Prices. |
+------+-------+---------------------------------------------------------------------------------+
| 2. | Irrevocable undertakings to accept, or to procure the acceptance of, the Offer have |
| | been received from the following persons in respect of the following interests in |
| | Minerva Shares: |
+------+-------+-------+-------------------------------------------------------------------------+
+------------------------------------+-------------+----------------+
| Name | No. | Approximate |
| | Minerva | percentage of |
| | Shares | Minerva's |
| | | issued |
| | | ordinary share |
| | | capital as at |
| | | 22 June 2009 |
+------------------------------------+-------------+----------------+
| | | |
+------------------------------------+-------------+----------------+
| Andrew Edward Daley | 1,100,000 | 0.71% |
+------------------------------------+-------------+----------------+
| Terrance Alexander Ward | 2,522,400 | 1.63% |
+------------------------------------+-------------+----------------+
| Ambrian Capital (1) | 57,879,200 | 37.51% |
+------------------------------------+-------------+----------------+
| SF t1ps Smaller Companies Growth | 4,000,000 | 2.59% |
| Fund (2) | | |
+------------------------------------+-------------+----------------+
| El Oro and Exploration Company | 2,000,000 | 1.30% |
| Limited (3) | | |
+------------------------------------+-------------+----------------+
| Merlin Marr-Johnson | 4,200,000 | 2.72% |
+------------------------------------+-------------+----------------+
| Trudy Ward | 440,000 | 0.29% |
+------------------------------------+-------------+----------------+
| Guy Hickling | 583,000 | 0.38% |
+------------------------------------+-------------+----------------+
| Alison Ward | 583,000 | 0.38% |
+------------------------------------+-------------+----------------+
| Louise Height | 171,600 | 0.11% |
+------------------------------------+-------------+----------------+
+-----+------------------------------------------------------------+
| (1) | These shares are beneficially owned by Ambrian Capital and |
| | are registered in the name of Ambrian Nominees Limited. |
+-----+------------------------------------------------------------+
| (2) | These shares are registered in the name of The Bank of New |
| | York Nominees. |
+-----+------------------------------------------------------------+
| (3) | The shares are beneficially owned by El Oro and |
| | Exploration Company Limited and are registered in the name |
| | of HSBC Marking Name Nominee (UK) Ltd A/C EXPCO. |
+-----+------------------------------------------------------------+
The irrevocable undertakings received from each of the signatories will only
cease to be binding if the Offer is withdrawn or lapses in accordance with its
terms.
APPENDIX III
DEFINITIONS
+--------------------------+---------------------------------------------+
| "1985 Act" | the Companies Act 1985 (as amended) and to |
| | the extent in force; |
| | |
+--------------------------+---------------------------------------------+
| "2006 Act" | the Companies Act 2006, to the extent in |
| | force; |
| | |
+--------------------------+---------------------------------------------+
| "Acquisition" | the proposed acquisition of Minerva by |
| | Dwyka pursuant to the terms of the Offer; |
| | |
+--------------------------+---------------------------------------------+
| "Admission" | the admission of the New Dwyka Shares |
| | issued in respect of acceptances validly |
| | received when the offer is declared |
| | unconditional in all respects (save for |
| | such admission) to trading on AIM and such |
| | Admission becoming effective in accordance |
| | with the AIM Rules; |
| | |
+--------------------------+---------------------------------------------+
| "AIM" | the AIM market operated by the London Stock |
| | Exchange; |
| | |
+--------------------------+---------------------------------------------+
| "AIM Rules" | the AIM Rules for Companies published by |
| | the London Stock Exchange as in force at |
| | the date of this announcement, or, where |
| | context requires, as amended or modified |
| | after the date of this announcement; |
| | |
+--------------------------+---------------------------------------------+
| "Ambrian" | Ambrian Partners Limited of Old Change |
| | House, 128 Queen Victoria Street, London, |
| | EC4V 4BJ; |
| | |
+--------------------------+---------------------------------------------+
| "Ambrian Capital" | Ambrian Capital PLC of Old Change House, |
| | 128 Queen Victoria Street, London, EC4V 4BJ |
| | |
+--------------------------+---------------------------------------------+
| "ASX Listing Rules" | the listing rules published by ASX Limited |
| | in relation to ASX as in force at the date |
| | of this announcement, or, where the context |
| | requires, as amended or modified after the |
| | date of this announcement; |
+--------------------------+---------------------------------------------+
| "Authorisations" | means authorisations, orders, grants, |
| | recognitions, determinations, certificates, |
| | confirmations, consents, licences, |
| | clearances, provisions and approvals; |
| | |
+--------------------------+---------------------------------------------+
| "Barrick" | Barrick Gold Corporation; |
| | |
+--------------------------+---------------------------------------------+
| "BHP Billiton" | BHP Billiton PLC; |
| | |
+--------------------------+---------------------------------------------+
| "Business Day" | a day on which the London Stock Exchange is |
| | open for the transaction of business; |
| | |
+--------------------------+---------------------------------------------+
| "Carlton" | Carlton Resources PLC (formerly KimCor |
| | Diamonds PLC) of Lacon House, 84 Theobald's |
| | Road, London WC1X 8RW, an AIM listed |
| | company; |
| | |
+--------------------------+---------------------------------------------+
| "certificated" or "in | a share or security which is not in |
| certificated form" | uncertificated form; |
+--------------------------+---------------------------------------------+
| "City Code" or "Code" | The City Code on Takeovers and Mergers; |
| | |
+--------------------------+---------------------------------------------+
| "Closing Price" | the closing middle market quotation of a |
| | share as derived from the AIM Appendix of |
| | the Daily Official List |
| | |
+--------------------------+---------------------------------------------+
| "Computershare" | Computershare Investor Services PLC whose |
| | registered office is The Pavilions, |
| | Bridgwater Road, Bristol, BS99 6ZZ; |
| | |
+--------------------------+---------------------------------------------+
| "Connected Persons" | as defined in section 252 of the 2006 Act; |
| | |
+--------------------------+---------------------------------------------+
| "CREST" | the relevant system (as defined in the |
| | CERST Regulations) in respect of which |
| | Euroclear UK & Ireland is the operator in |
| | accordance with which securities may be |
| | held and transferred in uncertificated |
| | form; |
| | |
+--------------------------+---------------------------------------------+
| "CREST Regulations" | the Uncertificated Securities regulations |
| | 2001 (SI 2001 No. 3755); |
| | |
+--------------------------+---------------------------------------------+
| "CVA" | Company Voluntary Arrangement, a mechanism |
| | under the provisions of the Insolvency Act |
| | 1986 whereby a company is able to enter |
| | into a binding agreement with its creditors |
| | detailing how the company's debts and |
| | liabilities will be dealt with, and allows |
| | the directors to retain control of the |
| | company; |
| | |
+--------------------------+---------------------------------------------+
| "Daily Official List" | the Daily Official List of the London Stock |
| | Exchange; |
| | |
+--------------------------+---------------------------------------------+
| "Deferred Minerva Share" | the deferred shares of 2.25p each in the |
| | capital of Minerva; |
| | |
+--------------------------+---------------------------------------------+
| "Dwyka" or the "Company" | Dwyka Resources Limited; |
| | |
+--------------------------+---------------------------------------------+
| "Dwyka Directors" or | the directors of Dwyka at the date of this |
| "Dwyka Board" | announcement; |
| | |
+--------------------------+---------------------------------------------+
| "Dwyka Group" | Dwyka and its subsidiaries and/or (where |
| | the context requires) any one or more of |
| | them; |
| | |
+--------------------------+---------------------------------------------+
| "Dwyka Share" | A fully paid ordinary share of 0.25p in the |
| | share capital of Dwyka; |
| | |
+--------------------------+---------------------------------------------+
| "Dwyka Shareholder" | a holder of Dwyka Shares; |
| | |
+--------------------------+---------------------------------------------+
| "Enlarged Group" | the Dwyka Group following completion of the |
| | Acquisition; |
| | |
+--------------------------+---------------------------------------------+
| "Enlarged Share Capital" | the entire issued share capital of the |
| | Company following the issue of the New |
| | Dwyka Shares pursuant to the terms of the |
| | Offer (assuming no Minerva Warrants are |
| | exercised and no further Minerva Shares are |
| | issued); |
| | |
+--------------------------+---------------------------------------------+
| "Facility" | the unsecured loan facility of up to |
| | GBP350,000 made available to Minerva by |
| | Dwyka under the terms of the Loan |
| | Agreement; |
| | |
+--------------------------+---------------------------------------------+
| "First Tranche" | the first GBP75,000 of the Facility; |
| | |
+--------------------------+---------------------------------------------+
| "Form of Acceptance" | the form of acceptance relating to the |
| | Offer accompanying this announcement, which |
| | may only be completed by holders of Minerva |
| | Shares in certificated form; |
| | |
+--------------------------+---------------------------------------------+
| "FSA" | the Financial Services Authority; |
| | |
+--------------------------+---------------------------------------------+
| "FSMA" | the Financial Services and Markets Act |
| | 2000; |
| | |
+--------------------------+---------------------------------------------+
| "Guji, Gudeya Guji and | prospects located within the Yubdo |
| Dina Prospects" | exploration licence (Licence No: |
| | 058-084/96); |
| | |
+--------------------------+---------------------------------------------+
| "Loan Agreement" | the loan agreement between Minerva and |
| | Dwyka dated 1 May 2009, pursuant to which |
| | Dwyka has agreed to lend certain funds to |
| | Minerva as further described in Offer |
| | Document; |
| | |
+--------------------------+---------------------------------------------+
| "London Stock Exchange" | London Stock Exchange PLC; |
| | |
+--------------------------+---------------------------------------------+
| "Minerva" | Minerva Resources PLC; |
| | |
+--------------------------+---------------------------------------------+
| "Minerva Board" or | the directors of Minerva as at the date of |
| "Minerva Directors" | this Announcement; |
| | |
+--------------------------+---------------------------------------------+
| "Minerva Group" | Minerva and its subsidiaries and/or (where |
| | the context requires) any one or more of |
| | them; |
| | |
+--------------------------+---------------------------------------------+
| "Minerva Shareholder" | a holder of Minerva Shares; |
| | |
+--------------------------+---------------------------------------------+
| "Minerva Shares" | the existing unconditionally allotted or |
| | issued and fully paid ordinary shares of |
| | 0.25p each in the capital of Minerva and |
| | any further such shares which may be issued |
| | or unconditionally allotted and fully paid |
| | prior to the time and date on which the |
| | Offer closes or by such earlier date and |
| | time as Dwyka may decide; |
| | |
+--------------------------+---------------------------------------------+
| "Minerva Warrant" | a warrant to subscribe for Minerva Shares |
| | created pursuant to the warrant instrument |
| | dated 17 September 2008 further details of |
| | which are set out in the Offer Document; |
| | |
+--------------------------+---------------------------------------------+
| "Minerva Warrantholders" | holders of Minerva Warrants; |
| | |
+--------------------------+---------------------------------------------+
| "Muremera Nickel | the nickel exploration project in Burundi |
| Project" | which is wholly owned by Dwyka; |
| | |
+--------------------------+---------------------------------------------+
| "New Dwyka Shares" | the new Dwyka Shares to be issued by the |
| | Company as consideration for the |
| | Acquisition pursuant to the Offer; |
| | |
+--------------------------+---------------------------------------------+
| "Offer" | the offer dated 23 June 2009 by Dwyka for |
| | the whole of the issued and to be issued |
| | share capital of Minerva on the terms and |
| | subject to the conditions set out in the |
| | Offer Document (and, in respect of Minerva |
| | Shares in certificated form, the Form of |
| | Acceptance) including, where the context so |
| | requires, any subsequent revision, |
| | variation, extension or renewal of such |
| | offer; |
| | |
+--------------------------+---------------------------------------------+
| "Offer Document" | the document to be sent to Minerva |
| | Shareholders containing, inter alia, the |
| | details of the Offer; |
| | |
+--------------------------+---------------------------------------------+
| "Offer Period" | the period commencing on 24 April 2009 and |
| | ending on whichever of the following shall |
| | be the latest: (i) 1.00 p.m. on 14 July |
| | 2009; (ii) the date on which the Offer |
| | lapses; or (iii) the date on which the |
| | Offer becomes or is declared unconditional |
| | as to acceptances; |
| | |
+--------------------------+---------------------------------------------+
| "Panel" or "Takeover | The Panel on Takeovers and Mergers; |
| Panel" | |
+--------------------------+---------------------------------------------+
| "Regulatory Information | any of the services set out in Appendix 3 |
| Service" | to the Listing Rules; |
| | |
+--------------------------+---------------------------------------------+
| "Restricted | the United States, Canada, Singapore, the |
| Jurisdiction" | Republic of South Africa or Japan; |
| | |
+--------------------------+---------------------------------------------+
| "SGV" | Swazi Gold Ventures (Pty) Ltd; |
| | |
+--------------------------+---------------------------------------------+
| "SwaziGold Project" | the gold exploration project in Swaziland |
| | in which Dwyka holds a net 45 per cent. |
| | interest; |
| | |
+--------------------------+---------------------------------------------+
| "Tulu Kapi Prospect" | the prospect located within the Tulu Kapi |
| | and Ankori exploration licence (Licence No: |
| | 127 - 128/97); |
| | |
+--------------------------+---------------------------------------------+
| "UK" | the United Kingdom; |
| | |
+--------------------------+---------------------------------------------+
| "UKLA" | the UK Listing Authority, being the FSA |
| | acting in its capacity as the competent |
| | authority for the purposes of Part IV FSMA; |
| | |
+--------------------------+---------------------------------------------+
| "uncertificated" or "in | recorded on the relevant register of the |
| uncertificated form" | share or security concerned as being held |
| | in uncertificated form in CREST, and title |
| | to which, by virtue of the CREST |
| | Regulations, may be transferred by means of |
| | CREST; |
| | |
+--------------------------+---------------------------------------------+
| "United States" or "US" | the United States of America, its |
| | territories and possessions, any states of |
| | the United States and the District of |
| | Columbia; |
| | |
+--------------------------+---------------------------------------------+
| "US Securities Act" | the US Securities Act of 1933 (as amended); |
| | |
+--------------------------+---------------------------------------------+
| "W.H. Ireland" | W.H. Ireland of 11 St James Square, |
| | Manchester M2 6WH; |
| | |
+--------------------------+---------------------------------------------+
| "W.H. Ireland Warrants" | the warrants to subscribe for 600,000 |
| | Minerva Shares at 2.5p per Minerva Share |
| | granted to W.H. Ireland, further details of |
| | which are set out in the Offer Document; |
| | |
+--------------------------+---------------------------------------------+
| "Wider Dwyka Group" | means Dwyka and its subsidiaries and |
| | subsidiary undertakings and associated |
| | undertakings (including any company in |
| | which any member of the Dwyka Group is |
| | interested or any undertaking in which |
| | Dwyka and such undertakings (aggregating |
| | their interests) have a direct or indirect |
| | interest in 20 per cent. or more of the |
| | voting equity capital of an undertaking); |
| | |
+--------------------------+---------------------------------------------+
| "Wider Minerva Group" | means Minerva and its subsidiaries and |
| | subsidiary undertakings and associated |
| | undertakings (including any company in |
| | which any member of the Minerva Group is |
| | interested or any undertaking in which |
| | Minerva and such undertakings (aggregating |
| | their interests) have a direct or indirect |
| | interest in 20 per cent. or more of the |
| | voting equity capital of an undertaking); |
| | and |
| | |
+--------------------------+---------------------------------------------+
| "Yubdo Platinum Mine" | a platinum mine located in Western |
| | Ethiopia, some 560km west of Addis Ababa in |
| | which Minerva holds a majority interest. |
+--------------------------+---------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFFJMATMMJTMRL
Minerva Res (LSE:MVA)
Historical Stock Chart
From Oct 2024 to Nov 2024
Minerva Res (LSE:MVA)
Historical Stock Chart
From Nov 2023 to Nov 2024
