OFFER UPDATE

 

TIDMDWY 
 
RNS Number : 2975X 
Dwyka Resources Limited 
12 August 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
FROM A RESTRICTED JURISDICTION OR WHERE IT WOULD CONSTITUTE A VIOLATION OF THE 
RELEVENT LAWS OF SUCH JURISDICTION 
 
 
RECOMMENDED ALL SHARE OFFER 
by 
DWYKA RESOURCES LIMITED 
for 
MINERVA RESOURCES PLC 
 
 
THIRD CLOSING OF THE OFFER 
AND 
COMPULSORY ACQUISITION OF SHARES 
 
 
 
 
Summary 
 
 
  *  The Board of Dwyka announces that valid acceptances have been received in 
  respect of 140,432,126 Minerva Shares, representing approximately 91.01% of the 
  existing issued ordinary share capital of Minerva. 
 
 
 
  *  The Offer was declared wholly unconditional by Dwyka on 15 July 2009. 
 
 
 
  *  Dwyka will exercise its rights to compulsorily acquire the remaining Minerva 
  Shares in issue. 
 
 
 
  *  The Offer is now closed. 
 
 
 
Introduction 
On 23 June 2009 the boards of Dwyka and Minerva announced the terms of the 
recommended all share offer for Minerva by Dwyka. 
 
 
Dwyka declared the offer wholly unconditional on 15 July 2009 and, subsequently, 
Dwyka procured the cancellation on 23 July 2009 of Minerva's admission to 
trading on AIM. 
 
 
Third Closing and Level of Acceptances 
The Board of Dwyka announces that as of 1.00 p.m. (London time) on 11 August 
2009, the third closing date of the Offer, valid acceptances had been received 
in respect of 140,432,126 Minerva Shares, representing approximately 91.01% of 
the existing issued ordinary share capital of Minerva and at that time the Offer 
was declared closed. 
 
 
Compulsory Acquisition 
As anticipated in the Offer Document, as Dwyka has received valid acceptances of 
the Offer in respect of more than 90 per cent. of the Minerva Shares to which 
the Offer related, Dwyka will exercise its rights to acquire compulsorily the 
Minerva Shares for which it has not received valid acceptances of the Offer or 
otherwise acquired or agreed to acquire, pursuant to Chapter 3 of the 2006 Act. 
Dwyka will shortly send notices to non assenting Minerva Shareholders. 
 
 
Irrevocable undertakings 
Dwyka had received irrevocable undertakings to accept the Offer in respect of a 
total of 76,979,200 Minerva Shares, representing approximately 49.89% of the 
existing issued ordinary share capital of Minerva. Dwyka has received valid 
acceptances in respect of all of these irrevocable undertakings and these 
acceptances are included in the total of valid acceptances referred to above. 
 
 
Disclosure of Interests in Minerva 
Save as disclosed in this announcement or in the Offer Document, neither Dwyka 
nor, so far as the Dwyka Directors are aware, any person acting in concert with 
it, has any interest in or right to subscribe for Minerva Shares or has any 
short position (including any short positions under a derivative, any agreement 
to sell or any delivery obligation or right to require another person to take 
delivery) in Minerva Shares, has borrowed or lent any Minerva Shares (save for 
any borrowed shares which have been either on-lent or sold) or has any 
arrangement in relation to Minerva Shares. 
 
 
General 
Terms used in this announcement shall have the same meanings given to them in 
the Offer Document. 
 
 
This announcement, the Offer Document and all other documents, announcements or 
information published in relation to the Offer will be available on the website 
of Dwyka (www.dwyresources.com). 
 
 
Enquiries 
+-------------------------------------------------+--------------------------+ 
| Dwyka Resources Limited                         | Tel: [phone]      | 
|                                                 | 1397                     | 
+-------------------------------------------------+--------------------------+ 
| Melissa Sturgess, CEO and Chairman              | [e-mail] | 
+-------------------------------------------------+--------------------------+ 
|                                                 |                          | 
+-------------------------------------------------+--------------------------+ 
| Ambrian Partners Limited (financial adviser to  | Tel: [phone]      | 
| Dwyka)                                          | 4700                     | 
+-------------------------------------------------+--------------------------+ 
| Richard Brown                                   |                          | 
+-------------------------------------------------+--------------------------+ 
| Samantha Harrison                               |                          | 
+-------------------------------------------------+--------------------------+ 
|                                                 |                          | 
+-------------------------------------------------+--------------------------+ 
| Conduit (PR advisers to Dwyka)                  | Tel: [phone]      | 
|                                                 | 6604                     | 
+-------------------------------------------------+--------------------------+ 
| Charlie Geller                                  |                          | 
+-------------------------------------------------+--------------------------+ 
| Leesa Peters                                    |                          | 
+-------------------------------------------------+--------------------------+ 
 
 
IMPORTANT INFORMATION 
 
 
The Dwyka Directors accept responsibility for all 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 Acquisition and will not be responsible to 
anyone other than the Company for providing the protections afforded to 
customers of Ambrian or for advising any other person in connection with the 
Acquisition. Ambrian 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 the Company, or on its behalf, in connection with the 
Company or any or the other arrangements the subject matter of this 
announcement. 
 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be 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 (or other) laws of any such 
jurisdiction. The foregoing 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. 
 
 
This announcement does not constitute an offer or an invitation to purchase or 
subscribe for any securities or the solicitation of any vote or approval in any 
jurisdiction pursuant to the Offer or otherwise. The Offer is made solely by 
means of the Offer Document, the advertisement published in the London Gazette 
and the Form of Acceptance (in respect of certificated Minerva Shares), which 
contain the full terms and conditions of the Offer, including details of how the 
Offer may be accepted. Any acceptance or other response to the Offer should be 
made only on the basis of the information in the Offer Document and the Form of 
Acceptance (in the case of certificated Minerva Shares). This announcement does 
not constitute a prospectus or prospectus equivalent document. 
 
 
Unless otherwise determined by Dwyka and permitted by applicable law and 
regulation, the Offer will not (and is not being) made, directly or indirectly, 
in or into, or by the use of the mails or by any means or instrumentality 
(including, without limitation, telephonically or electronically) of interstate 
or foreign commerce, or any facility of a national securities exchange, of a 
Restricted Jurisdiction (including the United States, Canada, Singapore, the 
Republic of South Africa or Japan) and the Offer will not be capable of 
acceptance by any such use, means, instrumentality or facility or from within a 
Restricted Jurisdiction. Accordingly, copies of this announcement are not being, 
and must not be, directly or indirectly, mailed or otherwise forwarded, 
distributed or sent in or into or from a Restricted Jurisdiction and persons 
receiving this announcement (including, without limitation, custodians, nominees 
and trustees) must not mail or otherwise forward, distribute or send it in or 
into or from a Restricted Jurisdiction. Doing so may render invalid any 
purported acceptance of the Offer. The availability of the Offer to persons who 
are not resident in the United Kingdom may be affected by the laws of the 
relevant jurisdictions. Persons who are not resident in the United Kingdom 
should inform themselves about and observe any applicable requirements. 
 
 
The New Dwyka Shares will not be registered under the United States Securities 
Act of 1933 (as amended) or under the securities laws of any state of the United 
States or qualify for distribution under any of the relevant securities laws of 
Japan, nor has any prospectus in relation to the New Dwyka Shares been lodged 
with or registered by the Australian Securities and Investments Commission or 
the Japanese Ministry of Finance. Overseas Shareholders and any person 
(including, without limitation, custodians, nominees and trustees) who has a 
contractual or other legal obligation to forward this announcement to a 
jurisdiction outside the UK should seek appropriate advice before taking any 
action. 
 
 
Application will be made to the London Stock Exchange and the Australian Stock 
Exchange for the New Dwyka Shares to be admitted to trading on AIM and the ASX 
respectively. 
 
 
New Dwyka Shares are not being offered to the public by means of this 
announcement. 
 
 
If you are in any doubt about the action you should take, you are recommended to 
seek your own personal financial advice immediately from your stockbroker, bank 
manager, solicitor, accountant or independent financial adviser authorised under 
the Financial Services and Market Act 2000 (as amended) if you are resident in 
the United Kingdom or, if not, from another appropriately authorised independent 
financial adviser. 
 
 
Copies of this announcement can be found at Dwyka's website at 
www.dwyresources.com. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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