Result of Court Meeting and General Meeting

 

TIDMGSD 
 
RNS Number : 2138D 
Goldshield Group plc 
27 November 2009 
 

27 November 2009 
Goldshield Group plc 
 
 
("Goldshield" or the "Company") 
 
 
Result of Court Meeting and General Meeting 
 
 
Goldshield (LON: GSD), announces that at the meeting convened by the High Court 
and held earlier today (the "Court Meeting"), and at the subsequent general 
meeting (the "General Meeting") to approve the scheme of arrangement (the 
"Scheme") set out in the circular dated 4 November 2009 (the "Scheme Document") 
implementing the acquisition of the Company by Midas Bidco Limited ("Bidco"), 
all of the resolutions received the necessary majorities and were accordingly 
approved. 
 
 
Voting results 
The voting results in relation to the Court Meeting and the General Meeting are 
summarised below: 
 
 
COURT MEETING 
The resolution to approve the Scheme was duly passed and the results of the 
shareholder vote were as follows: 
Number of Independent Scheme Shareholders (as defined in the Scheme Document) 
(and percentage of the total number of Independent Scheme Shareholders who 
voted): FOR: 145 (99.81%) AGAINST: 2 (0.19%). 
 
 
GENERAL MEETING 
The special resolution to give effect to the Scheme was passed.  The number of 
shares in respect of which proxy appointments have been validly made was 
10,660,831. The number of votes cast in favour was 10,532,343 representing 
99.42% of the shares held Goldshield Shareholders (as defined in the Scheme 
Document). 
 
 
The ordinary resolution to approve the Management Incentive Arrangements (as 
defined in the Scheme Document) was passed. The number of shares in respect of 
which proxy appointments have been validly made was 10,600,215. The number of 
votes cast in favour was 10,272,030 representing 99.07% of the shares held by 
Independent Goldshield Shareholders (as defined in the Scheme Document). 
 
 
Completion of the Offer remains subject to the satisfaction or, if appropriate, 
waiver of the conditions to the Offer as set out in the Scheme Document, 
including, amongst other things, the sanction of the Scheme by the High Court. 
 
 
The Effective Date of the Scheme is expected to be 21 December 2009. 
 
 
- Ends - 
 
 
Enquiries: 
 
 
Gleacher Shacklock LLP (Financial adviser to Goldshield) 
Kieran Murphy 
Angus Russell 
Tel: [phone] 
 
 
Numis Securities Ltd (Financial 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] 
 
 
The Goldshield Directors accept responsibility for the information contained in 
this Announcement. To the best of the knowledge and belief of the Goldshield 
Directors (who have taken all reasonable care to ensure that such is the case), 
the information contained in this Announcement is in accordance with the facts 
and does not omit anything likely to affect the import of such information. 
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 Company 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 Company 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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