Offer Update

 

TIDMDWY TIDMMVA 
 
RNS Number : 6665V 
Dwyka Resources Limited 
15 July 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 
 
 
FIRST CLOSING OF THE OFFER 
and 
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS 
 
 
Summary 
 
 
  *  The Board of Dwyka announces that valid acceptances have been received in 
  respect of 124,826,186 Minerva Shares, representing approximately 80.90 per 
  cent. of the existing issued ordinary share capital of Minerva. 
 
  *  The Board of Dwyka is pleased to announce that the Offer is declared 
  unconditional in all respects. 
 
  *  The Offer will be extended until 1.00p.m. (London time) on 28 July 2009. 
 
First Closing and Level of Acceptances 
The Board of Dwyka announces that as of 1.00 p.m. (London time) on 14 July 2009, 
the first closing date of the Offer, valid acceptances had been received in 
respect of 124,826,186  Minerva Shares, representing approximately 80.90 per 
cent. of the existing issued ordinary share capital of Minerva. 
 
 
Offer Declared Unconditional In All Respects 
The Board of Dwyka also announces that it has resolved to amend the acceptance 
condition of the Offer as set out in Part A (a) of Appendix I of the Offer 
Document such that the required acceptance level for the Offer shall be reduced 
from 90 per cent. to 75 per cent. Accordingly, the Board of Dwyka announces that 
all of the conditions to the Offer have now been satisfied or waived and 
that the Offer is therefore declared unconditional in all respects. 
 
 
Irrevocable undertakings 
Dwyka has received irrevocable undertakings to accept the Offer from the 
Independent Minerva Directors and their Connected Persons in respect of their 
entire holding of 3,622,400 Minerva Shares, representing approximately 2.34 per 
cent. of Minerva's existing issued ordinary share capital. In addition, Dwyka 
has received irrevocable undertakings to accept the Offer from certain other 
Minerva Shareholders in respect of an aggregate of 73,356,800 Minerva Shares 
representing approximately 47.54 per cent. of the existing issued ordinary share 
capital of Minerva. In total, Dwyka therefore has 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. 
 
 
Dwyka has received valid acceptances in respect of all of the above irrevocable 
undertakings and these acceptances are included in the total of valid 
acceptances referred to above. 
 
 
The details of the irrevocable undertakings are set out in the Appendix. 
 
 
Settlement 
The consideration to which any Minerva Shareholder is entitled under or in 
consequence of the Offer will be satisfied either on or before 28 July 2009 in 
respect of acceptances received by 1.00 p.m. (London time) on 14 July 2009 which 
are valid and complete, and within 14 days of the date of receipt in respect of 
any further acceptances which are received after today's date and which are 
valid and complete. 
 
 
Application will be made for the New Dwyka Shares to admitted to trading on AIM 
and on ASX. 
 
 
Offer Extension 
The Offer will remain open for acceptance until 1.00p.m. (London time) on 28 
July 2009. 
 
 
The Minerva Shareholders who wish to accept the Offer, and who have not yet done 
so, should complete their Form of Acceptance in accordance with the instructions 
printed thereon and return it as soon as possible and, in any event by no later 
than 1.00pm on 28 July 2009 by post to Computershare, Corporate Actions 
Projects, Bristol, BS99 6AH or by hand (during normal business hours only), 
together with any share certificate(s) and/or document(s) of title, to 
Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Minerva 
Shareholders who hold their shares in uncertificated form should ensure that an 
electronic acceptance is made through CREST as set out in the Offer Document. 
 
 
De-Listing and Cancellation of Trading on AIM 
Also as anticipated in the Offer Document, as Dwyka has received valid 
acceptances of the Offer in respect of more than 75 per cent. of the voting 
rights attached to the Minerva Shares, Dwyka is taking steps to procure the 
cancellation of Minerva's admission to trading on AIM. It is anticipated that 
cancellation of trading will take effect at 7.00am on 23 July 2009. 
 
 
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. 
 
 
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. 
  APPENDIX 
 
 
Irrevocable Undertakings 
Irrevocable undertakings to accept the Offer have been received from the 
following persons in respect of the following interests in Minerva Shares: 
 
 
+------------------------------------+-------------+----------------+ 
| Name                               |         No. |    Approximate | 
|                                    |     Minerva |  percentage of | 
|                                    |      Shares |      Minerva's | 
|                                    |             |         issued | 
|                                    |             | ordinary share | 
|                                    |             |  capital as at | 
|                                    |             |   22 June 2009 | 
+------------------------------------+-------------+----------------+ 
|                                    |             |                | 
+------------------------------------+-------------+----------------+ 
| Andrew Edward Daley                |  1,100,000  |          0.71% | 
+------------------------------------+-------------+----------------+ 
| Terrance Alexander Ward            |  2,522,400  |          1.63% | 
+------------------------------------+-------------+----------------+ 
| Ambrian Capital (1)                | 57,879,200  |         37.51% | 
+------------------------------------+-------------+----------------+ 
| SF t1ps Smaller Companies Growth   |  4,000,000  |          2.59% | 
| Fund (2)                           |             |                | 
+------------------------------------+-------------+----------------+ 
| Golden Prospect Precious Metals    |   3,500,000 |          2.27% | 
| Limited (3)                        |             |                | 
+------------------------------------+-------------+----------------+ 
| El Oro and Exploration Company     |  2,000,000  |          1.30% | 
| Limited (4)                        |             |                | 
+------------------------------------+-------------+----------------+ 
| Merlin Marr-Johnson                |  4,200,000  |          2.72% | 
+------------------------------------+-------------+----------------+ 
| Guy Hickling                       |    583,000  |          0.38% | 
+------------------------------------+-------------+----------------+ 
| Alison Ward                        |    583,000  |          0.38% | 
+------------------------------------+-------------+----------------+ 
| Trudy Ward                         |    440,000  |          0.29% | 
+------------------------------------+-------------+----------------+ 
| Louise Height                      |    171,600  |          0.11% | 
+------------------------------------+-------------+----------------+ 
 
 
+-----+----------------------------------------------------------------+ 
| (1) | These shares are beneficially owned by Ambrian Capital and are | 
|     | registered in the name of Ambrian Nominees Limited.            | 
+-----+----------------------------------------------------------------+ 
| (2) | These shares are registered in the name of The Bank of New     | 
|     | York Nominees.                                                 | 
+-----+----------------------------------------------------------------+ 
| (3) | The shares are beneficially owned by Golden Prospect Precious  | 
|     | Metals Limited and are registered in the name of Nortrust      | 
|     | Nominees Limited.                                              | 
+-----+----------------------------------------------------------------+ 
| (4) | The shares are beneficially owned by El Oro and Exploration    | 
|     | Company Limited and are registered in the name of HSBC Marking | 
|     | Name Nominee (UK) Ltd A/C EXPCO.                               | 
+-----+----------------------------------------------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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