Statement re Possible Offer

 

TIDMDWY TIDMMVA 
 
RNS Number : 0863T 
Dwyka Resources Limited 
01 June 2009 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR 
FROM ANY JURISDICTIONS WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT 
LAWS OF SUCH JURISDICTION 
 
 
Dwyka Resources Limited 
('Dwyka') 
 
 
Statement re: Possible Offer for Minerva Resources plc 
 
 
The board of Dwyka is pleased to announce that it is in discussions with Minerva 
Resources plc ('Minerva') which may or may not lead to an offer for the entire 
issued and to be issued share capital of Minerva by Dwyka. These discussions are 
at an advanced stage but remain subject to the satisfactory conclusion of 
ongoing due diligence. 
 
 
Possible Offer for Minerva 
 
 
Dwyka and Minerva will seek to reach agreement on an all share offer by Dwyka at 
a value of not less than 1p per Minerva Share ("the Possible 
Offer") (*) representing a premium of at least 42.9% to the middle market price 
of 0.7p per Minerva share as at close of business on 29 January 2009 (being the 
last day prior to the suspension from trading on AIM of the Minerva shares) and 
a premium of 37.0% to the volume weighted average middle market price of 0.73p 
per Minerva share for one month prior to 29 January 2009. 
 
 
The making of any offer would be subject to the satisfactory completion of the 
current due diligence exercise (which requirement Dwyka reserves the right to 
waive), and on the terms and conditions to be set out in any formal announcement 
(and any subsequent offer document). 
 
 
The board of Minerva has confirmed to Dwyka that it intends to give its 
recommendation to Minerva shareholders to accept any firm offer by Dwyka based 
on the Possible Offer and this announcement is being made with the consent of 
the board of Minerva. 
 
 
Certain Minerva shareholders have signed non-legally binding letters of intent 
to accept, if an offer on the terms of the Possible Offer stated above were to 
be made, in respect of 65,701,600 Minerva shares owned by them representing 42.6 
per cent. of Minerva's issued share capital as follows: 
 
+--------------------------------+-------------------+-------------------+ 
| Name                           |    No. of Minerva |     Percentage of | 
|                                |  shares committed |   entire existing | 
|                                |                   |      issued share | 
|                                |                   |        capital of | 
|                                |                   |           Minerva | 
+--------------------------------+-------------------+-------------------+ 
| Ambrian Nominees Limited (1)   |        57,879,200 |              37.5 | 
+--------------------------------+-------------------+-------------------+ 
| Terrance Alexander Ward (2)    |         2,522,400 |               1.6 | 
+--------------------------------+-------------------+-------------------+ 
| Dalenier Enterprises Pty Ltd   |         1,100,000 |               0.7 | 
| (3)                            |                   |                   | 
+--------------------------------+-------------------+-------------------+ 
| Merlin Marr-Johnson            |         4,200,000 |               2.7 | 
+--------------------------------+-------------------+-------------------+ 
 
(1)    Ambrian Nominees Limited holds shares as nominee on behalf of Ambrian 
Capital plc. 
(2)These shares are held by Terrance Ward and Christine Ward, in their capacity 
as trustees of the Ward Superannuation Fund, a pension fund operated for the 
benefit of Terrance Ward. 
(3)    Dalenier Enterprises Pty Limited holds shares as trustee of The Bamfield 
Trust, a trust fund operated for the benefit of Andrew Daley and his family. 
 
 
Dwyka reserves the right to implement the transaction by way of a scheme of 
arrangement (instead of by way of an offer). 
 
 
This announcement does not constitute an announcement of a firm intention to 
make an offer under Rule 2.5 of the City Code on Takeovers and Mergers (the 
"Code"), even with satisfactory completion of due diligence (or waiver of such 
due diligence requirement), and it is possible that no offer will be made to the 
shareholders of Minerva. 
 
 
(*)For the purposes of Rule 2.4(c) of the Code, Dwyka reserves the right, with 
the consent of the board of Minerva, to amend the value of the offer comprised 
in the current terms of the Possible Offer. 
 
 
Minerva Loan Agreement 
 
 
Dwyka also confirms that it is the third party with whom Minerva entered into a 
binding loan agreement and a non-legally binding memorandum of understanding, as 
announced by Minerva on 5 May 2009. 
 
 
The board of Dwyka notes the announcement by Minerva today of the posting of a 
circular to Minerva shareholders in relation to certain resolutions proposed in 
respect of the potential conversion of the loan into Minerva shares and the 
recommendation of the Minerva board to Minerva shareholders to vote in favour of 
the resolutions proposed. Under the conversion terms of the loan from Dwyka, 
this may be converted into Minerva shares at a conversion price of 0.7p per 
Minerva share. Such a conversion of the full GBP350,000 principal loan amount 
would result in Dwyka being interested in approximately 25% of the enlarged 
share capital of Minerva. Certain major shareholders in Minerva have been 
approached and have signed irrevocable undertakings to vote in favour of the 
resolutions in respect of 65,701,600 Minerva shares owned by them representing 
42.6 per cent. of Minerva's issued share capital. Details of these irrevocable 
undertakings to vote in favour of the resolutions are set out in 
the announcement by Minerva. 
 
 
Further announcements will be made in due course. 
 
 
Enquiries: 
+-------------------------------------------------+--------------------------+ 
| Dwyka Resources Limited                         | Tel: [phone]      | 
|                                                 | 1397                     | 
+-------------------------------------------------+--------------------------+ 
| Melissa Sturgess, CEO                           | [e-mail] | 
+-------------------------------------------------+--------------------------+ 
|                                                 |                          | 
+-------------------------------------------------+--------------------------+ 
| Minerva Resources plc                           |                          | 
+-------------------------------------------------+--------------------------+ 
| Terry Ward, CEO                                 | Tel: [phone]      | 
|                                                 | 1939                     | 
+-------------------------------------------------+--------------------------+ 
|                                                 |                          | 
+-------------------------------------------------+--------------------------+ 
| Ambrian Partners Limited (financial adviser to  | Tel: [phone]      | 
| Dwyka)                                          | 4700                     | 
+-------------------------------------------------+--------------------------+ 
| Richard Brown                                   |                          | 
+-------------------------------------------------+--------------------------+ 
| Samantha Harrison                               |                          | 
+-------------------------------------------------+--------------------------+ 
|                                                 |                          | 
+-------------------------------------------------+--------------------------+ 
| WH Ireland (financial adviser to Minerva)       | Tel: [phone]      | 
|                                                 | 1666                     | 
+-------------------------------------------------+--------------------------+ 
| James Joyce                                     |                          | 
+-------------------------------------------------+--------------------------+ 
| Sarang Shah                                     |                          | 
+-------------------------------------------------+--------------------------+ 
 
 
IMPORTANT INFORMATION 
 
 
The Minerva directors accept responsibility for the information contained in 
this announcement. relating to Minerva and its subsidiaries, themselves and 
their immediate families and connected persons. The Dwyka directors accept 
responsibility for all of the other information contained in this announcement. 
 To the best of the knowledge and belief of the Minerva directors and 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 
respectively 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. 
 
 
WH Ireland Limited, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for Minerva and no one 
else in connection with the Offer and will not be responsible to anyone other 
than Minerva for providing the protections afforded to clients of WH Ireland nor 
for providing advice in relation to the Offer. 
 
 
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 
   END 
 
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