Management Statement re Possible Offer
September 21 2009 - 2:00AM
UK Regulatory
TIDMGSD
RNS Number : 3554Z
Midas Bidco Limited
21 September 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 OR REGULATIONS OF THAT JURISDICTION
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FOR IMMEDIATE RELEASE
21 September 2009
Goldshield Management Team: Possible Offer for Goldshield Group plc
The management team of Goldshield Group plc ("Goldshield"), comprising the
executive directors of Goldshield, Rakesh Patel, Kirti Patel, Ram Swamy and Ajay
Patel, ("the Management Team"), notes the announcement on 18 September 2009 by
AIT Investments Limited ("AIT") of a recommended offer for Goldshield.
The AIT announcement made known the interest of the Management Team in pursuing
its own possible offer for Goldshield and the Management Team can confirm that
it has completed its due diligence, is in detailed discussions with its selected
providers of debt and equity finance and is close to reaching a conclusion with
regard to financing the terms of any possible offer.
The Management Team, which together owns 3,533,065 Goldshield shares
representing approximately 9.62 per cent. of the existing issued ordinary share
capital of Goldshield, is considering its position and will make a further
announcement if appropriate in due course.
The Management Team urges shareholders to take no action in respect of the offer
by AIT.
This announcement does not constitute an announcement of a firm intention to
make an offer under Rule 2.5 of the Takeover Code and there can be no certainty
that any offer will ultimately be made for Goldshield nor as to the terms and
conditions on which any offer might be made.
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| | | Enquiries: | |
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+--------------------+--------------------+----------------------------------------------------------+--------------------+
| | | The Management Team | |
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| | | Rakesh Patel | Tel: 020 8649 8500 |
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| | | Ernst & Young (Financial Adviser to the Management Team) | |
+--------------------+--------------------+----------------------------------------------------------+--------------------+
| | | Tim Medak | Tel: 020 7951 2000 |
| | | Ken Williamson | Tel: 020 7951 2000 |
| | | | |
+--------------------+--------------------+----------------------------------------------------------+--------------------+
| | | Altium Capital Limited (Broker to the Management Team) | |
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| | | Stephen Georgiadis | Tel: 0207 484 4040 |
| | | Tim Richardson | Tel: 0207 484 4040 |
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| | | Media Enquiries: | |
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| | | Maitland | |
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| | | Neil Bennett | Tel: 020 7379 5151 |
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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 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 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 the Management Team 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.
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for the Management Team
and no one else in connection with subject matter of this announcement and will
not be responsible to anyone other than the Management Team and for providing
the protections afforded to the clients of Ernst & Young LLP, or for giving
advice in relation to the subject matter of this announcement.
Altium Capital Limited, which is authorised and regulated in the United Kingdom
by the Financial Services Authority, is acting exclusively for the Management
Team and no one else in connection with subject matter of this announcement and
will not be responsible to anyone other than the Management Team and for
providing the protections afforded to the clients of Altium Capital Limited, or
for giving advice in relation to the subject matter of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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