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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Goldshield Grp | LSE:GSD | London | Ordinary Share | GB0002893823 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 486.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMGSD RNS Number : 1627A Fuhrer Family 02 October 2009 Not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. For immediate release2 October 2009 FUrther revised PROPOSALS FOR THE CASH ACQUISITION of GOLDSHIELD GROUP PLC by AIT INVESTMENTS LIMITED 1. Introduction On 18 September 2009, AIT and the Independent Directors of Goldshield published an announcement (the "18 September Announcement") that they had reached agreement on terms for the cash acquisition by AIT of Goldshield. Subsequently, on 23 September 2009, AIT and the Independent Directors published an announcement that they had reached agreement on revised terms (the "23 September Proposals") for the cash acquisition by AIT of Goldshield at a price of 450 pence per Goldshield Share. On 25 September 2009, Midas Bidco Limited announced the terms of a competing cash acquisition of Goldshield at a price of 460 pence per Goldshield Share. AIT now announces further revised terms for the cash acquisition by AIT of Goldshield (the "Further Revised Proposals"). It is intended that the Further Revised Proposals will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. AIT urges the Independent Directors to recommend the Further Revised Proposals. 2. The Further Revised Proposals Under the terms of the Further Revised Proposals, Scheme Shareholders will receive 480 pence in cash for each Scheme Share held, valuing the entire issued and to be issued share capital of Goldshield at approximately GBP176.8 million. The price of 480 pence in cash for each Scheme Share (an increase of 30 pence per share or approximately 6.7 per cent. compared to the 23 September Proposals) represents: * a premium of approximately 48.4 per cent. to the price of 323.5 pence per Goldshield Share (being the Closing Price on 23 June 2009, the day before the announcement by Goldshield that it had received approaches concerning a possible offer); * a premium of approximately 48.2 per cent. to the price of 323.8 pence per Goldshield Share (being the average Closing Price for the three-month period ending on 23 June 2009, the day before the announcement by Goldshield that it had received approaches concerning a possible offer); and * a premium of approximately 66.9 per cent. to the price of 287.6 pence per Goldshield Share (being the average Closing Price for the period between 4 December 2008, the day after the dismissal of the SFO case and 23 June 2009, the day before the announcement by Goldshield that it had received approaches concerning a possible offer). Scheme Shareholders (other than certain overseas shareholders) will also be able to elect to receive Loan Notes to be issued by AIT, as set out in the 18 September Announcement. 3. Financing of the Further Revised Proposals Rothschild has confirmed that it is satisfied that sufficient resources are available to AIT to satisfy in full the cash consideration payable to Goldshield Shareholders under the Further Revised Proposals. 4.General AIT reserves the right, subject to the consent of the Panel, to elect to implement the Acquisition by way of a takeover offer. In such event, such takeover offer will be implemented on the same terms (subject to appropriate amendments, including the inclusion of a customary condition relating to the acceptance of such takeover offer by Goldshield Shareholders so that AIT shall have acquired or agreed to acquire (whether pursuant to such takeover offer or otherwise) Goldshield Shares in issue or unconditionally allotted at the relevant date carrying in aggregate more than 50 per cent of the voting rights exercisable at general meetings of Goldshield (being not less than 50 per cent of the issued share capital of Goldshield at the relevant date, excluding treasury shares)), so far as applicable, as those which would apply to the Scheme. Further details of the Further Revised Proposals will be set out in the Scheme Document, which is expected to be posted to Goldshield Shareholders as soon as practicable. The Further Revised Proposals will be subject to the conditions set out in the 18 September Announcement and the further terms and conditions to be set out in the Scheme Document. Terms used but not defined in this announcement shall have the meanings given to them in the 18 September Announcement. In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on www.ait-investments.com by no later than 12.00 p.m. (London time) on 5 October 2009. Enquiries: +--------------+-------------------+ | Rothschild | +44 20 7280 5000 | | | | +--------------+-------------------+ | Financial | | | adviser | | | to AIT | | +--------------+-------------------+ | Hedley | | | Goldberg | | +--------------+-------------------+ | Julian | | | Hudson | | +--------------+-------------------+ | | | +--------------+-------------------+ | Nomura | + 44 20 7776 1200 | | Code | | | Securities | | | Limited | | +--------------+-------------------+ | Broker | | | to AIT | | +--------------+-------------------+ | Chris | | | Collins | | +--------------+-------------------+ | Phil | | | Walker | | +--------------+-------------------+ | | | +--------------+-------------------+ | Financial | +44 20 7831 3113 | | Dynamics | | +--------------+-------------------+ | Public | | | relations | | | adviser | | | to AIT | | +--------------+-------------------+ | Ben | | | Atwell | | +--------------+-------------------+ | Ben | | | Brewerton | | +--------------+-------------------+ | | | +--------------+-------------------+ This announcement is not intended to, and does not constitute or form any part of, an offer or invitation to sell or subscribe for or purchase any securities or solicitation of any vote or approval in any jurisdiction pursuant to the Further Revised Proposals or otherwise. The Further Revised Proposals will be made through the Scheme Document, which will contain the full terms and conditions of the Proposals (including details of how to vote in respect of the Further Revised Proposals). Any acceptance of or other response to the Further Revised Proposals should be made only on the basis of the information contained in the Scheme Document. Goldshield Shareholders are advised to read the Scheme Document carefully, once it has been dispatched. Rothschild, which is authorised and regulated by the FSA in the United Kingdom, is acting exclusively for AIT and no-one else in connection with the Acquisition and will not be responsible to anyone other than AIT for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Nomura Code Securities Limited, which is authorised and regulated by the FSA in the United Kingdom, is acting exclusively for AIT and no-one else in connection with the Acquisition and will not be responsible to anyone other than AIT for providing the protections afforded to clients of Nomura Code Securities Limited nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Overseas jurisdictions The distribution of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK. In particular, the Further Revised Proposals including the Loan Note Alternative are not, unless decided otherwise by AIT, being made in or into, and are not capable of acceptance in or from, Canada, Australia or Japan. Custodians, nominees and trustees should observe these restrictions and should not send or distribute documents in or into Canada, Australia or Japan. The Loan Notes have not been, and, unless decided otherwise by AIT, will not be, registered under applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan, the relevant clearances have not been, and, unless decided otherwise by AIT, will not be, obtained from the securities commission of any province of Canada and no prospectus in relation to the Loan Notes has been, or, unless decided otherwise by AIT, will be, lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance. Accordingly, the Loan Notes may not (unless an exemption under the relevant securities laws is applicable or as otherwise decided by AIT) be offered, sold, resold, delivered or transferred, directly or indirectly, in or into Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such jurisdiction or to, or for the account or benefit of, a person located in Canada, Australia or Japan. The Loan Notes that may be issued pursuant to the Further Revised Proposals have not been and will not be registered under the US Securities Act or under the relevant securities laws of any state or territory or other jurisdiction of the United States and will not be listed on any stock exchange. Accordingly, Loan Notes may not be offered, sold or delivered, directly or indirectly, in, into or from the United States (or to US persons, as defined in Regulation S under the US Securities Act).Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Loan Notes, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence. US Holders should note that the Further Revised Proposals relate to the shares of a UK company, are subject to UK disclosure requirements (which are different from those of the US) and are proposed to be made by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Further Revised Proposals are subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of the US tender offer rules. Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with accounting standards applicable in the UK and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If AIT exercises its right to implement the Acquisition by way of a takeover offer, the takeover offer will be made in compliance with applicable US laws and regulations. The receipt of cash pursuant to the Further Revised Proposals by a US holder of Goldshield Shares as consideration for the cancellation of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other tax laws. Each holder of Goldshield Shares is urged to consult his independent professional adviser immediately regarding the tax consequences of the Further Revised Proposals applicable to him. It may be difficult for US Holders to enforce their rights and claims arising out of US federal securities laws, since AIT and Goldshield are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement. In accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the US Exchange Act, AIT or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Goldshield Shares outside of the United States, other than pursuant to the Further Revised Proposals, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm. Forward looking statements This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Further Revised Proposals, and other information published by AIT and Goldshield contain "forward-looking statements". These statements are based on the current expectations of the management of Goldshield and AIT and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Goldshield, the expected timing and scope of the Acquisition, and other statements other than historical facts. Forward-looking statements include statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. Although Goldshield and AIT believe that the expectations reflected in such forward-looking statements are reasonable, Goldshield and AIT can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward?looking statements. These factors include the satisfaction of the Conditions to the Acquisition, as well as additional factors, such as: local and global political and economic conditions; significant price discounting by competitors; changes in consumer habits and preferences; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither Goldshield nor AIT undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. Rule 8 Dealing disclosure requirements Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested" (directly or indirectly) in one per cent. or more of any class of "relevant securities" of Goldshield, all "dealings" in any "relevant securities" of Goldshield (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 p.m. on the business day following the date of the relevant transaction. This requirement will continue until the date on which the Acquisition and/or Scheme becomes effective, 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 Goldshield, 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 Goldshield by AIT or Goldshield, or by any of their respective "associates", must be disclosed by no later than 12.00 noon on the 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 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 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. Please be aware that addresses, electronic addresses and certain other information provided by Goldshield Shareholders, persons with information rights and other relevant persons for the receipt of communications from Goldshield may be provided to AIT during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.6(c). This information is provided by RNS The company news service from the London Stock Exchange END OUPLLLFBKBBXFBK
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