Offer Update

 

TIDMDWY TIDMMVA 
 
RNS Number : 4986U 
Dwyka Resources Limited 
25 June 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 
 
 
OFFER UPDATE 
 
 
RECOMMENDED ALL SHARE OFFER 
by 
DWYKA RESOURCES LIMITED 
for 
MINERVA RESOURCES PLC 
 
 
Further to the announcement made on 23 June 2009 by Dwyka of a recommended all 
share offer to acquire the entire issued and to be issued ordinary share capital 
of Minerva ("the Offer Announcement"), Dwyka announces that it has received a 
further irrevocable undertaking to accept the offer from Golden Prospect 
Precious Metals Limited, in respect of 3,500,000 Minerva Shares, representing 
approximately 2.27 per cent. of the existing ordinary share capital of Minerva. 
These shares are beneficially owned by Golden Prospect Precious Metals Limited 
and are registered in the name of Nortrust Nominees Limited. This irrevocable 
undertaking will only cease to be binding if the Offer is withdrawn or lapses 
without becoming unconditional in all respects. 
 
 
Following the receipt of the irrevocable undertaking referred to above, Dwyka 
has now received irrevocable undertakings to accept the Offer in respect of a 
total of 76,979,200 Minerva Shares, representing approximately 49.89 per cent. 
of the existing issued ordinary share capital of Minerva. 
 
 
 
Terms used in this announcement shall have the same meanings given to them in 
the Offer Announcement. 
 
 
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 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 following 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 will be 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 will 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 be 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. 
 
 
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 Minerva or 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 Minerva or 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 Minerva or of the Company by Minerva 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. 
 
 
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. 
 
 
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 
 
 OUPUVRRRKBRNUAR