Response to increased cash offer proposal
October 26 2009 - 11:22AM
UK Regulatory
TIDMGSD
RNS Number : 3900B
Goldshield Group plc
26 October 2009
26 October 2009
Response to increased cash offer proposal for Goldshield Group plc from Midas
Bidco Limited
The Independent Directors of Goldshield Group plc ('Goldshield' or the
'Company') note the announcement yesterday by Midas Bidco Limited ('Midas') of
its increased cash offer of 485p per Goldshield share.
This offer is at a higher price than the offer proposal of 460p per Goldshield
share announced by Midas on 25 September 2009 and the current offer proposal of
480p per Goldshield share announced by AIT on 2 October 2009, both of which it
was proposed should be effected by way of a scheme of arrangement. The
Independent Directors note that Midas and the Management Team are now
unconditionally committed to vote against any offer proposal from AIT to be
implemented by way of a scheme of arrangement in all circumstances. Accordingly,
the Independent Directors consider that AIT is not now capable of implementing
its offer proposal of 2 October 2009 (or any offer proposal to be implemented by
way of a scheme of arrangement).
In respect of the position of the trustee of the Goldshield Employee Benefit
Trust, the Independent Directors have been informed by the trustee that it
cannot vote the Goldshield Shares held by it in any scheme of arrangement and
that its current intention is that it will not accept any offer from Midas or
AIT until such offer becomes unconditional as to acceptances.
Shareholders are aware that, when the Independent Directors recommended AIT's
first offer proposal at 440p per Goldshield Share on 18 September 2009, they
entered into an agreement with AIT under which they are not permitted to
recommend an offer proposal from a party other than AIT for a period of five
business days from the date of announcement of any such offer proposal.
Accordingly, the Independent Directors are not currently permitted to recommend
the offer proposal from Midas of 485p in cash per Goldshield share announced
yesterday, but they intend to make a further announcement in due course.
Further information:
Gleacher Shacklock LLP
Kieran Murphy
Angus Russell
Tel: 020 7484 1150
Numis Securities Ltd
Michael Meade
Oliver Cardigan
Tel: 020 7260 1000
Brunswick Group LLP
Michael Harrison
Justine McIlroy
Tel: 020 7404 5959
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 the Company all "dealings" in any
"relevant securities" of the 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 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 the Company by Midas or AIT or any other potential offeror 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.
Gleacher Shacklock, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for the Company and no
one else in connection with any offer and will not be responsible to anyone
other than Company 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 the Company and no one
else in connection with any offer and will not be responsible to anyone other
than Company 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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