Posting of Scheme Document
November 04 2009 - 1:03AM
UK Regulatory
TIDMGSD
RNS Number : 9170B
Goldshield Group plc
04 November 2009
4 November 2009
Goldshield Group Plc
("Goldshield")
Posting of Scheme Document
Further to the announcement on 28 October 2009 of the recommendation by the
Independent Directors of the offer for Goldshield announced on 25 October 2009
by Midas Bidco Limited ("Bidco") (the "Offer") to be effected by means of a
scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the
"Scheme"), Goldshield confirms that the circular containing, amongst other
things, the terms of the Scheme and an explanatory statement (the "Scheme
Document") is being posted to Goldshield Shareholders today.
The court and shareholder meetings to approve the Scheme are scheduled to take
place on 27 November 2009.
Copies of the Scheme Document will be available for inspection during normal
business hours on any weekday (Saturdays, Sundays and public holidays excepted)
up to and including 21 December 2009 (the "Scheme Effective Date") at the
offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.
The Scheme Document will also be available until the Scheme Effective Date, or
such later date as Goldshield and Bidco may decide, on the Goldshield website at
www.goldshieldplc.com.
Enquiries:
Gleacher Shacklock LLP (Lead financial adviser to Goldshield)
Kieran Murphy
Angus Russell
Tel: 020 7484 1120
Numis Securities Ltd (Joint financial adviser and Rule 3 adviser to Goldshield)
Michael Meade
Oliver Cardigan
Tel: 020 7260 1000
Ernst & Young (Financial adviser to Bidco)
Tim Medak
Ken Williamson
Tel: 020 7951 2000
Altium Capital Limited (Broker to Bidco)
Stephen Georgiadis
Tim Richardson
Tel: 0207 484 4040
Brunswick Group LLP (Public relations to Goldshield)
Michael Harrison
Justine McIlroy
Tel: 020 7404 5959
Maitland (Public relations to Bidco)
Neil Bennett
Tel: 020 7379 5151
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 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 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 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 any other potential offeror or Goldshield,
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:
http://www.thetakeoverpanel.org.uk/new/.
"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.
A copy of this announcement will be available on Goldshield's website:
www.goldshieldplc.com
Gleacher Shacklock, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Goldshield and no
one else in connection with any offer and will not be responsible to anyone
other than Goldshield for providing the protections afforded to clients of
Gleacher Shacklock or for providing advice in relation to any offer or for the
contents of this announcement.
Numis Securities, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Goldshield and no one
else in connection with any offer and will not be responsible to anyone other
than Goldshield for providing the protections afforded to clients of Numis
Securities or for providing advice in relation to any offer or for the contents
of this announcement.
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 any offer and will not be responsible to
anyone other than Bidco and HgCapital for providing the protections afforded to
clients of Ernst & Young LLP or for providing advice in relation to any offer or
for the contents of this announcement.
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 any offer and will not be
responsible to anyone other than Bidco and HgCapital for providing the
protections afforded to clients of Altium Capital Limited or for providing
advice in relation to any offer or for the contents of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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