ASX Waiver re: Possible Offer for Minerva
June 11 2009 - 11:37AM
UK Regulatory
TIDMDWY TIDMMVA
RNS Number : 7770T
Dwyka Resources Limited
11 June 2009
11 June 2009
Dwyka Resources Limited ('Dwyka' or the 'Company')
ASX Waiver re: Possible Offer for Minerva Resources plc
The board of Dwyka is pleased to announce that it is has secured a waiver from
ASX listing rule 7.1 to the extent necessary to permit the Company to
issue shares, without obtaining shareholder approval, in connection with the
possible offer announced by the Company on 1 June 2009 to acquire all of the
issued share capital in Minerva Resources plc ('Minerva') that would, if made,
be conducted in accordance with the laws and regulations applicable to takeovers
or schemes in the United Kingdom, including the Companies Act 2006 (UK) and the
UK City Code on Takeovers and Mergers, on condition that the shares are issued
solely in relation to any formal offer ('Offer') to shareholders of Minerva and
pursuant to their participation in such an Offer.
For further information please contact:
Melissa Sturgess
Dwyka Resources Limited
(+44) (0)78 2555 1397 or melissa@dwyresources.com
In United Kingdom
Richard Brown
Richard Greenfield
Ambrian Partners Limited
(+44) (0)20 7634 4700
IMPORTANT INFORMATION
The Dwyka directors accept responsibility for all of the information contained
in this announcement. To the best of the knowledge and belief of the Dwyka
directors (who have taken all reasonable care to ensure that such is the case)
the information contained in this announcement for which they are responsible is
in accordance with the facts and does not omit anything likely to affect the
import of such information.
Ambrian Partners Limited (which is regulated in the UK by the Financial Services
Authority) is acting exclusively for Dwyka as financial adviser, nominated
adviser and broker and no one else (including the recipients of this
announcement) in connection with the arrangements the subject matter of this
announcement and will not be responsible to anyone other than Dwyka for
providing the protections afforded to customers of Ambrian Partners Limited or
for advising any other person in connection with the arrangements the subject
matter of this announcement. Ambrian Partners Limited makes no representation,
express or implied, with respect to the accuracy or completeness of any
information contained in this announcement and accepts no responsibility for,
nor does it authorise, the contents of, or the issue of this announcement, or
any other statement made or purported to be made by Dwyka, or on its behalf, in
connection with Dwyka or any or the other arrangements the subject matter of
this announcement and accordingly disclaims all and any liability whatsoever
whether arising out of tort, contract or otherwise which it might otherwise have
in respect of this announcement or any other statement.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be subject restricted by law and therefore
persons into whose possession this announcement comes should inform themselves
about, and observe, such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of any such
jurisdiction. The announcement has been prepared in accordance with English law
and the Code and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions outside England.
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% or more of any class of 'relevant
securities' of Minerva or of Dwyka, 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 Minerva
or Dwyka, 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 Minerva or of Dwyka by Minerva or Dwyka, 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.
In accordance with Rule 2.10 of the Code, Dwyka confirms that it has 190,742,224
ordinary shares of no par value in issue and admitted to trading on the AIM
Market of the London Stock Exchange and the Australian Stock Exchange. The ISIN
reference for these securities is AUOOOOOODWY1.
In accordance with Rule 2.10 of the Code, Minerva confirms that it has
154,294,458 ordinary shares of 0.25 p each in issue and admitted to trading on
the AIM Market of the London Stock Exchange. The ISIN reference for these
securities is GB0033826206.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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