Loan Agreement
May 05 2009 - 6:17AM
UK Regulatory
TIDMMVA
AIM
Release
5th May 2009
Minerva Resources plc (AIM : MVA)
("Minerva" or "the Company")
Loan Agreement
On 24 April 2009, the Company announced it was in discussions
regarding financing and corporate transactions that may or may not
lead to a possible offer for the issued share capital of the Company.
The Company wishes to announce that it has entered into a binding
loan agreement with a third party ("Loan Agreement") to provide the
Company with an unsecured loan facility of GBP350,000. The loan is to
provide Minerva with short term working capital. The Company had
previously intended to enter a Company Voluntary Arrangement ('CVA'),
but in view of the loan facility it is proposed not to proceed with
this course of action.
The first tranche of GBP75,000 has been drawdown today. As
consideration, Minerva has also entered into a non legally binding
memorandum of understanding ("MOU") through which it has agreed to
provide a legally binding exclusivity period to the third party to
enable it to conduct due diligence on Minerva assets with a view to
determine whether a business combination may be possible. The second
tranche of the loan of GBP275,000 is subject to conditions including a
business combination still being in contemplation under the terms of
the MOU and after the initial due diligence period, expected to end
on or before 31 May 2009.
Shareholders should be aware that there is no certainty that the
second tranche of the loan will be made available to the Company or
that a business combination or an offer for the Company will be
forthcoming and no certainty as to the terms on which any offer might
be made.
A further announcement on progress in this regard will be made in due
course.
Terms of the Loan Agreement
Amounts drawn down under the Loan Agreement shall at the option of
the lender be either repayable in cash or convertible into new
ordinary shares of Minerva at a price of 0.7p per share subject to
shareholder authority for the issue of further shares. Interest shall
be payable on the second tranche drawn down at a rate of 15% per
annum. Any amounts drawn down shall be repayable within one month of
notice by the third party if it has informed the Company it does not
intend to proceed with a business combination.
Share Suspension
Trading in the shares of the Company will remain suspended pending
the publication of the Company's annual accounts for the year ended
30 September 2008 and clarification of its financial position.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and
Mergers (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 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 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 offeree by the offeror, 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.
For further information please contact:
Terry Ward
Minerva Resources plc
Tel: +44 (0)20 73795012 / (0) 7989571576
e-mail: terry.ward@minervaresources.com
web: www.minervaresources.com
James Joyce / Sarang Shah
W. H. Ireland
Tel: +44 (0)20 72201666
e-mail: james.joyce@wh-ireland.co.uk
Nick Rome
Bishopsgate Communications Ltd
Tel: +44 (0)20 7562 3350
minerva@bishopsgatecommunications.com
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This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.
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