29 July 2009
Dwyka Resources Limited (Dwyka or the Company)
RECOMMENDED ALL SHARE OFFER
by
DWYKA RESOURCES LIMITED
for
MINERVA RESOURCES PLC
SECOND CLOSING OF THE OFFER
AND
EXTENSION OF OFFER
___________________________________________________________________________
Summary
The Board of Dwyka announces
that valid acceptances have been received in respect of 135,348,571 Minerva
Shares, representing approximately 87.72 per cent. of
the existing issued ordinary share capital of Minerva.
The Offer was declared wholly unconditional by Dwyka on 15 July 2009.
The Offer will be extended until 1.00p.m. (London
time) on 11 August 2009.
___________________________________________________________________________
Introduction
On 23 June 2009 the boards of Dwyka
and Minerva announced the terms of the recommended all share offer for Minerva
by Dwyka.
Dwyka declared the offer wholly unconditional on 15 July
2009 and, subsequently, Dwyka procured the cancellation
on 23 July 2009 of Minerva’s admission to trading on AIM.
Second Closing and Level of
Acceptances
The Board of Dwyka announces
that as of 1.00 p.m. (London
time) on 28 July 2009, the second closing date of the Offer, valid acceptances
had been received in respect of 135,348,571 Minerva Shares, representing
approximately 87.72 per cent. of the existing issued
ordinary share capital of Minerva.
Offer Extension and Acceptance Procedure
The Offer will remain
open for acceptance until
1.00p.m. (London
time) on 11 August 2009.
The Minerva Shareholders who wish to accept
the Offer, and who have not
yet done so, should complete
their Form of Acceptance in accordance with the
instructions printed thereon
and return it as soon as
possible and, in any event
by no later than 1.00pm on
[28] July 2009 by post to Computershare, Corporate Actions Projects,
Bristol, BS99 6AH or by hand (during normal business hours only), together
with any share certificate(s) and/or
document(s) of title, to Computershare,
The Pavilions, Bridgwater
Road, Bristol, BS13 8AE. Minerva Shareholders
who hold their shares in uncertificated form should ensure that
an electronic acceptance is made through CREST as set
out in the Offer Document.
Irrevocable undertakings
Dwyka had received irrevocable
undertakings to accept the Offer from the Independent Minerva Directors and their Connected Persons in respect of their entire holding of 3,622,400 Minerva Shares, representing approximately 2.34
per cent. of Minerva?s existing issued ordinary share capital. In
addition, Dwyka had received irrevocable undertakings to accept the Offer from certain other Minerva Shareholders
in respect of an aggregate of 73,356,800 Minerva Shares representing approximately 47.54
per cent. of the existing issued ordinary share capital of Minerva. In
total, Dwyka therefore has received irrevocable undertakings to accept the Offer in respect of a total of 76,979,200 Minerva Shares, representing approximately 49.89 per cent. of
the existing issued ordinary share capital of Minerva.
Dwyka has received valid acceptances in respect of all of the above
irrevocable undertakings
and these acceptances are included in the total of valid acceptances referred to above.
The details of the irrevocable undertakings are set out in the Appendix
to this announcement.
Disclosure of Interests in Minerva
Save as disclosed in this announcement or in the Offer
Document, neither Dwyka nor, so far as the Dwyka Directors are aware, any person
acting in concert with it,
has any interest in or
right to subscribe for Minerva
Shares or has any short
position (including any
short positions under a derivative,
any agreement to sell or any delivery obligation or right
to require another person to take delivery) in Minerva Shares, has borrowed or lent any Minerva Shares
(save for any borrowed shares which have been either on-lent or
sold) or has any
arrangement in relation to Minerva Shares.
General
Terms used in this announcement
shall have the same meanings given to them in the Offer Document.
This announcement, the Offer Document
and all other documents, announcements
or information published in relation to the Offer will be
available on the website of
Dwyka (www.dwyresources.com).
Enquiries
Dwyka Resources
Limited
|
Tel: +44 (0)78
2555 1397
|
Melissa Sturgess, CEO and Chairman
|
melissa@dwyresources.com
|
|
|
Ambrian Partners Limited (financial adviser to Dwyka)
|
Tel: +44 (0)20
7634 4700
|
Richard Brown
|
|
Samantha Harrison
|
|
|
|
Conduit (PR advisers to Dwyka)
|
Tel: +44 (0)20
7429 6604
|
Charlie Geller
|
|
Leesa Peters
|
|
IMPORTANT INFORMATION
The Dwyka Directors accept responsibility for
all 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 Acquisition and will not be responsible to anyone other
than the Company for providing the protections afforded to customers of Ambrian or for advising any other person in connection with
the Acquisition. Ambrian 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 the Company, or on its behalf, in connection with the Company or any or the
other arrangements the subject matter of this announcement.
The release, publication or distribution of this announcement in
jurisdictions other than the United
Kingdom may be 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 (or
other) laws of any such jurisdiction. The foregoing 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.
This announcement does not constitute an offer or an invitation to
purchase or subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Offer or otherwise. The Offer is
made solely by means of the Offer Document, the advertisement published in the
London Gazette and the Form of Acceptance (in respect of certificated Minerva
Shares), which contain the full terms and conditions of the Offer, including
details of how the Offer may be accepted. Any acceptance or other response to
the Offer should be made only on the basis of the information in the Offer
Document and the Form of Acceptance (in the case of certificated Minerva
Shares). This announcement does not constitute a prospectus or prospectus
equivalent document.
Unless otherwise determined by Dwyka and
permitted by applicable law and regulation, the Offer will not (and is not
being) made, directly or indirectly, in or into, or by the use of the mails or
by any means or instrumentality (including, without limitation, telephonically
or electronically) of interstate or foreign commerce, or any facility of a
national securities exchange, of a Restricted Jurisdiction (including the
United States, Canada, Singapore, the Republic of South Africa or Japan) and
the Offer will not be capable of acceptance by any such use, means,
instrumentality or facility or from within a Restricted Jurisdiction.
Accordingly, copies of this announcement are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in
or into or from a Restricted Jurisdiction and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send it in or into or from a
Restricted Jurisdiction. Doing so may render invalid any purported acceptance
of the Offer. The availability of the Offer to persons who are not resident in
the United Kingdom
may be affected by the laws of the relevant jurisdictions. Persons who are not
resident in the United
Kingdom should inform themselves about and
observe any applicable requirements.
The New Dwyka Shares will not be registered
under the United States Securities Act of 1933 (as amended) or under the
securities laws of any state of the United States or qualify for distribution
under any of the relevant securities laws of Japan, nor has any prospectus in
relation to the New Dwyka Shares been lodged with or
registered by the Australian Securities and Investments Commission or the
Japanese Ministry of Finance. Overseas Shareholders and any person (including,
without limitation, custodians, nominees and trustees) who has a contractual or
other legal obligation to forward this announcement to a jurisdiction outside
the UK should seek appropriate advice before taking any action.
Application will be made to the London Stock Exchange and the Australian
Stock Exchange for the New Dwyka Shares to be
admitted to trading on AIM and the ASX respectively.
New Dwyka Shares are not being offered to the
public by means of this announcement.
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 Minerva or of the Company, 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 the Company, 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 the Company by Minerva or the Company,
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 215,707,449 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.
APPENDIX
Irrevocable Undertakings
Irrevocable undertakings
to accept the Offer were received from
the following persons in
respect of the following interests
in Minerva Shares:
Name
|
No. Minerva Shares
|
Approximate percentage of Minerva?s issued
ordinary share capital as at 22 June 2009
|
|
|
|
Andrew Edward Daley
|
1,100,000
|
0.71%
|
Terrance
Alexander Ward
|
2,522,400
|
1.63%
|
Ambrian Capital (1)
|
57,879,200
|
37.51%
|
SF t1ps Smaller
Companies Growth Fund (2)
|
4,000,000
|
2.59%
|
Golden Prospect
Precious Metals Limited (3)
|
3,500,000
|
2.27%
|
El Oro and
Exploration Company Limited (4)
|
2,000,000
|
1.30%
|
Merlin
Marr-Johnson
|
4,200,000
|
2.72%
|
Guy Hickling
|
583,000
|
0.38%
|
Alison Ward
|
583,000
|
0.38%
|
Trudy Ward
|
440,000
|
0.29%
|
Louise Height
|
171,600
|
0.11%
|
(1)
|
These shares are
beneficially owned by Ambrian Capital and are
registered in the name of Ambrian Nominees Limited.
|
(2)
|
These shares are
registered in the name of The Bank of New York Nominees.
|
(3)
|
The shares are
beneficially owned by Golden Prospect Precious Metals Limited and are
registered in the name of Nortrust Nominees
Limited.
|
(4)
|
The shares are
beneficially owned by El Oro and Exploration Company Limited and are
registered in the name of HSBC Marking Name Nominee (UK) Ltd A/C EXPCO.
|
Tamara Bolik
Dwyka Resources Limited
Suite
2, 5 Ord Street
West
Perth WA
6005
Phone: +618 9324 2955
Fax: +618
9324 2977
Email: tamara@dwyresources.com
Website: www.dwyresources.com