ASX Waiver re: Possible Offer for Minerva

 

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RNS Number : 7770T 
Dwyka Resources Limited 
11 June 2009 
 

11 June 2009 
 
 
Dwyka Resources Limited ('Dwyka' or the 'Company') 
 
 
ASX Waiver re: Possible Offer for Minerva Resources plc 
 
 
The board of Dwyka is pleased to announce that it is has secured a waiver from 
ASX listing rule 7.1 to the extent necessary to permit the Company to 
issue shares, without obtaining shareholder approval, in connection with the 
possible offer announced by the Company on 1 June 2009 to acquire all of the 
issued share capital in Minerva Resources plc ('Minerva') that would, if made, 
be conducted in accordance with the laws and regulations applicable to takeovers 
or schemes in the United Kingdom, including the Companies Act 2006 (UK) and the 
UK City Code on Takeovers and Mergers, on condition that the shares are issued 
solely in relation to any formal offer ('Offer') to shareholders of Minerva and 
pursuant to their participation in such an Offer. 
 
 
For further information please contact: 
 
 
Melissa Sturgess 
Dwyka Resources Limited 
(+44) (0)78 2555 1397 or [e-mail] 
 
 
In United Kingdom 
Richard Brown 
Richard Greenfield 
Ambrian Partners Limited 
(+44) (0)20 7634 4700 
 
 
 
 
IMPORTANT INFORMATION 
 
 
The Dwyka directors accept responsibility for all of the 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 arrangements the subject matter of this 
announcement and will not be responsible to anyone other than Dwyka for 
providing the protections afforded to customers of Ambrian Partners Limited or 
for advising any other person in connection with the arrangements the subject 
matter of this announcement. Ambrian Partners Limited 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 Dwyka, or on its behalf, in 
connection with Dwyka or any or the other arrangements the subject matter of 
this announcement and accordingly disclaims all and any liability whatsoever 
whether arising out of tort, contract or otherwise which it might otherwise have 
in respect of this announcement or any other statement. 
 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be subject 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 laws of any such 
jurisdiction. The 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. 
 
 
DEALING DISCLOSURE REQUIREMENTS 
 
 
Under the provisions of Rule 8.3 of 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 Dwyka, 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 Dwyka, 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 Dwyka by Minerva or Dwyka, 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. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
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