 |
Friday, December 18, 2009
Court Order Sanctioning Scheme
The Independent Directors of Hidefield refer shareholders to the joint announcement made by the Company and Minera IRL Limited ("Minera") on 20 October 2009 about the recommended proposal ("Proposal") for the acquisition of Hidefield by Minera to be implemented by means of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006 between Hidefield and its shareholders (the "Scheme"), and the Scheme circular published on 3 November 2009 containing, inter alia, the terms of the Scheme, an Explanatory Statement (pursuant to Section 897 of the Companies Act 2006), notices of the required meetings, a timetable of principal events, and details of the action to be taken by Hidefield Shareholders (the "Scheme Document").
On 26 November 2009 Hidefield announced that its shareholders had approved the Scheme without modification and, at the subsequent General Meeting, also held on 26 November 2009, Hidefield's shareholders passed the proposed Special Resolution connected with the Scheme, as set out in the notice of General Meeting dated 3 November 2009.
The High Court of Justice in England and Wales has today made an order (the "Scheme Court Order") sanctioning the Scheme and confirming the cancellation of Hidefield's ordinary shares.
It is intended that the Scheme Court Order will be delivered to the Registrar of Companies in England and Wales for registration effective on 21 December 2009. The Scheme will consequently become effective as soon as a copy of the Scheme Court Order has been delivered to the Registrar of Companies.
Expected Timetable of Principal Events
| Event |
Time and / or date |
| Scheme Record Time |
6:00pm 18 December 2009 |
| Filing of Scheme Court Order (Effective Date) |
21 December 2009 |
| Cancellation of admission of Ordinary Shares to trading on AIM |
7:00am 22 December 2009 |
| Dealings in New Minera Shares commence on AIM |
8:00am 22 December 2009 |
| Dealings in New Minera Shares commence on Lima Stock Exchange |
8:00am 22 December 2009 (Peruvian Time) |
| Expected credit of New Minera shares in CREST to previously Uncertified Shareholdrs |
8:00am 22 December 2009 |
| Latest date for dispatch of certificates in respect of New Minera Shares to previously Certified Shareholders |
5 January 2010 |
Any capitalised term used but not defined in this announcement is as defined in the Scheme Document.
Enquiries:
Hidefield Gold plc
Ken Judge, Chairman
+ 44 773 300 1002
Westhouse Securities Limited (Nomad and Broker)
Tim Feather / Matthew Johnson
+ 44 20 7601 6100
The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States.
It is expected that the New Minera Shares will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. This transaction has not been approved or disapproved by the US Securities and Exchange Commission (the "Commission"), nor has the Commission or any US state securities commission passed upon the merits or fairness of the transaction nor upon the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. 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.
Westhouse is acting exclusively for Hidefield and no one else in connection with the matters referred to in this announcement and will not be responsible to any other person for providing the protections afforded to clients of Westhouse or providing advice in relation to the matters referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any person is, or becomes, "interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Minera or of Hidefield, 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 p.m. (GMT) 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 Minera or Hidefield, 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 UK Takeover Code, all "dealings" in "relevant securities" of Minera or of Hidefield by Minera or Hidefield or by any of their respective "associates", must be disclosed by no later than 12.00 noon (GMT) 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 UK Takeover 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.
For more information on Hidefield go to www.hidefieldgold.com
For further information on this release, please contact:
Hidefield Gold Plc
Ken Judge, Chairman
+ 44 773 300 1002
Investor Relations
Jon Bey: North America
+ 1 800 689 2599
Westhouse Securities Limited (Nomad and Broker)
Tim Feather / Matthew Johnson
+ 44 20 7601 6100 |
|