Posting of Scheme Document

 

TIDMGSD 
 
RNS Number : 9170B 
Goldshield Group plc 
04 November 2009 
 

4 November 2009 
Goldshield Group Plc 
("Goldshield") 
Posting of Scheme Document 
Further to the announcement on 28 October 2009 of the recommendation by the 
Independent Directors of the offer for Goldshield announced on 25 October 2009 
by Midas Bidco Limited ("Bidco") (the "Offer") to be effected by means of a 
scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the 
"Scheme"), Goldshield confirms that the circular containing, amongst other 
things, the terms of the Scheme and an explanatory statement (the "Scheme 
Document") is being posted to Goldshield Shareholders today. 
The court and shareholder meetings to approve the Scheme are scheduled to take 
place on 27 November 2009. 
Copies of the Scheme Document will be available for inspection during normal 
business hours on any weekday (Saturdays, Sundays and public holidays excepted) 
up to and including 21 December 2009 (the "Scheme Effective Date") at the 
offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ. 
The Scheme Document will also be available until the Scheme Effective Date, or 
such later date as Goldshield and Bidco may decide, on the Goldshield website at 
www.goldshieldplc.com. 
Enquiries: 
Gleacher Shacklock LLP (Lead financial adviser to Goldshield) 
Kieran Murphy 
Angus Russell 
Tel: [phone] 
 
 
Numis Securities Ltd (Joint financial adviser and Rule 3 adviser to Goldshield) 
Michael Meade 
Oliver Cardigan 
Tel: [phone] 
 
 
Ernst & Young (Financial adviser to Bidco) 
Tim Medak 
Ken Williamson 
Tel: [phone] 
 
 
Altium Capital Limited (Broker to Bidco) 
Stephen Georgiadis 
Tim Richardson 
Tel: [phone] 
 
 
Brunswick Group LLP (Public relations to Goldshield) 
Michael Harrison 
Justine McIlroy 
Tel: [phone] 
 
 
Maitland (Public relations to Bidco) 
Neil Bennett 
Tel: [phone] 
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 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 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 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 Bidco or any other potential offeror or Goldshield, 
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: 
http://www.thetakeoverpanel.org.uk/new/. 
"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. 
A copy of this announcement will be available on Goldshield's website: 
www.goldshieldplc.com 
Gleacher Shacklock, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for Goldshield and no 
one else in connection with any offer and will not be responsible to anyone 
other than Goldshield for providing the protections afforded to clients of 
Gleacher Shacklock or for providing advice in relation to any offer or for the 
contents of this announcement. 
 
 
Numis Securities, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Goldshield and no one 
else in connection with any offer and will not be responsible to anyone other 
than Goldshield for providing the protections afforded to clients of Numis 
Securities or for providing advice in relation to any offer or for the contents 
of this announcement. 
 
 
Ernst & Young LLP, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for Bidco and HgCapital 
and no one else in connection with any offer and will not be responsible to 
anyone other than Bidco and HgCapital for providing the protections afforded to 
clients of Ernst & Young LLP or for providing advice in relation to any offer or 
for the contents of this announcement. 
 
 
Altium Capital Limited, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting exclusively for Bidco and 
HgCapital and no one else in connection with any offer and will not be 
responsible to anyone other than Bidco and HgCapital for providing the 
protections afforded to clients of Altium Capital Limited or for providing 
advice in relation to any offer or for the contents of this announcement. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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