Management Team Offer Update
October 07 2009 - 6:09AM
UK Regulatory
TIDMGSD
RNS Number : 3896A
Midas Bidco Limited
07 October 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
7 October 2009
Midas Bidco Limited ("Bidco")
Update on Cash Offer for Goldshield Group plc ("Goldshield")
1. Irrevocable Undertakings
Bidco is pleased to announce that it has received further irrevocable
undertakings to vote in favour of the Offer in respect of a total of 644,192
Goldshield Shares, representing approximately 1.75 per cent. of the existing
issued Goldshield Shares held outside treasury.These undertakings will cease to
have any effect if the Scheme does not become effective, lapses or is withdrawn
in accordance with its terms or an offer is announced or increased by a third
party at a price of 525 pence per Goldshield Share or more.
In addition, Bidco and the Management Team confirm that (unless the Offer has
lapsed or been withdrawn), they will vote against the scheme of arrangement
announced by AIT on 2 October 2009 and, if AIT flip to an offer pursuant to the
terms of that announcement, they will not accept that offer.
Following receipt of those further irrevocable undertakings, Bidco, Management
Team and their concert parties are now interested (including irrevocable
undertakings) in 15,804,131 Goldshield Shares representing 43.04% of the
existing issued share capital of Goldshield held outside treasury.
Further details of all irrevocable undertakings received by Bidco are set out in
the Appendix (including clarification as to the terms of the existing
irrevocable undertakings in place).
2. General
The Offer will be made on the terms and subject to the conditions and further
terms set out in the Bidco Announcement and those terms which will be set out in
the Scheme Document, the forms of proxy and the form of election. The Scheme
Document will include full details of the Scheme, together with notices of the
Court Meeting and the General Meeting and the expected timetable of the Offer.
The Offer will be subject to the applicable requirements of the Code, the Panel,
the London Stock Exchange and the Financial Services Authority.
Capitalised terms used but not otherwise defined in this announcement have the
meaning given to them in the announcement made by Bidco under Rule 2.5 of the
Code on 25 September 2009 (the "Bidco Announcement").
+--------------------------------------------------------------+-------------------------------+
| | |
+--------------------------------------------------------------+-------------------------------+
| Enquiries: | |
+--------------------------------------------------------------+-------------------------------+
| Bidco | |
+--------------------------------------------------------------+-------------------------------+
| Lindsay Dibden | Tel: 020 7089 7888 |
| Philipp Schwalber | Tel: 020 7089 7888 |
| | |
+--------------------------------------------------------------+-------------------------------+
| Ernst & Young (Financial Adviser to Bidco) | |
+--------------------------------------------------------------+-------------------------------+
| Tim Medak | Tel: 020 7951 2000 |
| Ken Williamson | Tel: 020 7951 2000 |
| | |
+--------------------------------------------------------------+-------------------------------+
| Altium Capital Limited (Broker to Bidco) | |
+--------------------------------------------------------------+-------------------------------+
| Stephen Georgiadis | Tel: 020 7484 4040 |
| Tim Richardson | Tel: 020 7484 4040 |
| | |
+--------------------------------------------------------------+-------------------------------+
| Media Enquiries: | |
+--------------------------------------------------------------+-------------------------------+
| Maitland | |
+--------------------------------------------------------------+-------------------------------+
| Neil Bennett | Tel: 020 7379 5151 |
+--------------------------------------------------------------+-------------------------------+
As required by Rule 8 of the Code, the percentages of existing issued Goldshield
Shares have been calculated by reference to the 36,717,046 Goldshield Shares
(i.e. excluding issued treasury shares) referred to in the announcement by
Goldshield pursuant to Rule 2.10 of the Code on 24 June 2009
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Bidco and HgCapital
and no one else in connection with the Offer and will not be responsible to
anyone other than Bidco and HgCapital for providing the protections afforded to
the clients of Ernst & Young LLP, or for giving advice in connection with the
Offer, the contents of this announcement, or the Forms of Proxy or any matter
referred to herein.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for Bidco and
HgCapital and no one else in connection with the Offer and will not be
responsible to anyone other than Bidco and HgCapital for providing the
protections afforded to the clients of Altium Capital Limited, or for giving
advice in connection with the Offer, the contents of this announcement, or the
Forms of Proxy or any matter referred to herein.
This announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer to sell or invitation to purchase
any securities or the solicitation of any vote for approval in any jurisdiction,
nor shall there be any sale, issue or transfer of the securities referred to in
this announcement in any jurisdiction in contravention of applicable law. The
Offer will be made solely through the Scheme Document and, in the case of
certificated Goldshield Shares, the Forms of Proxy, which will together contain
the full terms and conditions of the Offer, including details of how to accept
the Offer. Any response in relation to the Offer should be made only on the
basis of the information contained in the Scheme Document or any document by
which the Offer is made.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Goldshield, all "dealings" in any "relevant securities"
of Goldshield (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the Business Day following the date of the
relevant transaction. This requirement will continue until the date on which the
Scheme becomes effective or becomes, or is declared, unconditional as to
acceptances, or lapses 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
Goldshield, 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 Goldshield by Bidco or Goldshield, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
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 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, please contact an independent financial
adviser authorised under the Financial Services and Markets Act 2000 or consult
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on
telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
In accordance with normal UK market practice, Bidco or its nominees or brokers
(acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, Goldshield Shares outside the United States, other
than pursuant to the Scheme, prior to the Scheme Effective Date. These purchases
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases will be
disclosed as required in the UK.
A copy of this announcement will be available on Bidco's website:
www.midasbidco.com
APPENDIX
IRREVOCABLE UNDERTAKINGS
PART A
The Management Team have undertaken that they shall, and in relation to any
Goldshield Shares held in trust they shall use reasonable endeavours to procure
that the trustees shall:
(i) vote in favour of the resolutions (excluding the Ordinary Resolution) to be
proposed at the General Meeting in respect of the number of Goldshield Shares
set out below;
(ii) not except pursuant to the Offer, sell, transfer, dispose of, charge,
pledge or otherwise encumber or grant any option or other right over or
otherwise deal with any of the Shares or any interest in them (whether
conditionally or unconditionally), nor enter into any agreement or arrangement
with any person, whether conditionally or unconditionally, to do any of such
act; and
(iii) exercise all voting rights attaching to the Shares in such manner as to
enable the Offer to be implemented and oppose the taking of any action which may
be prejudicial to the successful outcome of the Offer.
+-------------------------+-------------------------+-------------------------+
| |
+-------------------------+
| Name | Number of Goldshield | % of issued share |
| | Shares | capital |
+-------------------------+-------------------------+-------------------------+
| Name | Number of Goldshield | % of issued share |
| | Shares | capital |
+-------------------------+-------------------------+-------------------------+
| Rakesh Patel | 1,703,997 | 4.64 |
+-------------------------+-------------------------+-------------------------+
| Kirti Patel | 1,971,368 | 5.37 |
+-------------------------+-------------------------+-------------------------+
| Ajay Patel | 495,000 | 1.35 |
+-------------------------+-------------------------+-------------------------+
| Ram Swamy | 0 | 0 |
+-------------------------+-------------------------+-------------------------+
| TOTAL | 4,170,365 | 11.36 |
+-------------------------+-------------------------+-------------------------+
These undertakings will cease to have any effect if: (i) the Scheme Document (or
offer document, as applicable) is not published within 28 days of the date of
the Bidco Announcement (or such later date as the Panel may agree); or (ii) the
Scheme (or general offer) does not become effective, lapses or is withdrawn in
accordance with its terms.
PART B
The following holders or controllers of Goldshield Shares have undertaken that
they shall:
(i) vote in favour of the resolutions (excluding the Ordinary Resolution) to be
proposed at the General Meeting in respect of the number of Goldshield Shares
set out below;
(ii) not except pursuant to the Offer, sell, transfer, dispose of, charge,
pledge or otherwise encumber or grant any option or other right over or
otherwise deal with any of the Shares or any interest in them (whether
conditionally or unconditionally), nor enter into any agreement or arrangement
with any person, whether conditionally or unconditionally, to do any of such
act; and
(iii) exercise all voting rights attaching to the Shares in such manner as to
enable the Offer to be implemented and oppose the taking of any action which may
be prejudicial to the successful outcome of the Offer.
+-------------------------+-------------------------+-------------------------+
| |
+-------------------------+
| Name | Number of Goldshield | % of issued share |
| | Shares | capital |
+-------------------------+-------------------------+-------------------------+
| Name | Number of Goldshield | % of issued share |
| | Shares | capital |
+-------------------------+-------------------------+-------------------------+
| (a) Quatroville Limited | 687,500 | 1.87 |
+-------------------------+-------------------------+-------------------------+
| (b) Silvertide | 1,355,000 | 3.69 |
| Properties Limited | | |
+-------------------------+-------------------------+-------------------------+
| (c) Horizonmist Limited | 338,930 | 0.92 |
+-------------------------+-------------------------+-------------------------+
| (d) Mahesh Patel | 2,186,666 | 5.96 |
+-------------------------+-------------------------+-------------------------+
| (e) Dr J Gandhi | 500,000 | 1.36 |
+-------------------------+-------------------------+-------------------------+
| (f) Mrs S Gandhi | 62,500 | 0.17 |
+-------------------------+-------------------------+-------------------------+
| (g) Mr C Patel | 50,015 | 0.14 |
+-------------------------+-------------------------+-------------------------+
| (h) Mr R Patel | 23,216 | 0.06 |
+-------------------------+-------------------------+-------------------------+
| (i) Mr Pramod Patel | 8,461 | 0.02 |
+-------------------------+-------------------------+-------------------------+
| TOTAL | 5,212,288 | 14.20 |
+-------------------------+-------------------------+-------------------------+
These undertakings will cease to have any effect if: the Scheme (or general
offer) does not become effective, lapses or is withdrawn in accordance with its
terms; or (i) in respect of those listed in (a) to (d) above, an offer is
announced or increased by a third party before the Offer becomes unconditional
as to acceptances, provided that such third party's offer is at a price of 506
pence per Goldshield Share or more and (ii) in respect of those listed in rows
(e) to (i) above, an offer is announced or increased by a third party before the
Offer becomes unconditional as to acceptances, provided that such third party's
offer is at a price of 525 pence per Goldshield Share or more.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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