Statement re Scheme of Arrangement

 

TIDMGSD 
 
RNS Number : 1526E 
Goldshield Group plc 
15 December 2009 
 

 
 
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|                                                    | 15 December 2009          | 
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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 IN THAT JURISDICTION 
Recommended Offer 
for 
Goldshield Group plc 
by 
Midas Bidco Limited 
to be effected by means of a Scheme of Arrangement under Part 26 of the 
Companies Act 2006 
Scheme of Arrangement Sanctioned by Court 
Goldshield Group plc ("Goldshield" or the "Company") announces that at a hearing 
held earlier today, the High Court of Justice in England and Wales (the "Court") 
sanctioned the Scheme to effect the recommended acquisition of Goldshield by 
Midas Bidco Limited ("Bidco"). 
A further Court hearing will take place on 17 December 2009 in order to approve 
the reduction of share capital under Section 648 of the 2006 Act provided for by 
the Scheme. 
Dealings in Goldshield Shares on the London Stock Exchange will be suspended 
with effect from 7:00 a.m. (London time) on 21 December 2009. It is expected 
that the Scheme will become effective on 21 December 2009 and that the 
cancellation of the admission to trading of Goldshield Shares on the London 
Stock Exchange's main market for listed securities and the admission of the 
Goldshield Shares to the Official List will in each case take place at 8:00 a.m. 
(London time) on 21 December 2009. 
Upon completion of the acquisition, holders of Scheme Shares will be entitled to 
receive 485 pence for each Scheme Share held by them at the Scheme Record Time 
(6:00 p.m. (London time) on 16 December 2009). 
The consideration due to Scheme Shareholders will be sent no later than 4 
January 2009. 
Capitalised terms used but not defined in this announcement have the same 
meanings as given to them in the circular containing the Scheme that was sent to 
Goldshield Shareholders on 4 November 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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