GSD Goldshield Grp

 

TIDMGSD 
 
RNS Number : 0098B 
Midas Bidco Limited 
19 October 2009 
 
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 OF SUCH JURISDICTION 
 
 19 October 2009 
Midas Bidco Limited ("Bidco") 
Clarification on Cash Offer for Goldshield Group plc ("Goldshield") 
Bidco confirms that it will vote its 6,116,210 Goldshield Shares against the 
scheme of arrangement announced by AIT on 2 October 2009 (at an offer at 480p 
per Goldshield Share) and, if AIT flip to an offer pursuant to the terms of that 
announcement, it will not accept that offer. In addition, the Management Team 
confirms that (i) they will vote their 20,297 Goldshield Shares against the 
scheme of arrangement announced by AIT on 2 October 2009 and, if AIT flip to an 
offer pursuant to the terms of that announcement, they will not accept that 
offer and (ii) they will use reasonable endeavours to procure that the trustee 
of their family trusts will vote the 2,689,375 Goldshield Shares held in their 
family trusts against the scheme of arrangement announced by AIT on 2 October 
2009 and, if AIT flip to an offer pursuant to the terms of that announcement, it 
will not accept that offer. However, the trustee retains the discretionary power 
to decide how to vote on the 2,689,375 Goldshield Shares held in the family 
trusts. The statements of intent set out in this paragraph will cease to apply 
if the Offer has lapsed or been withdrawn or if AIT revises its offer. 
Irrespective of that, we believe, due to Bidco's holding of 6,116,210 Goldshield 
Shares and the irrevocable undertakings set out in the announcement made by 
Bidco on 7 October 2009, that the scheme of arrangement set out in the AIT 
announcement on 2 October 2009 (at an offer at 480p per Goldshield Share) cannot 
be implemented unless the Offer has lapsed or been withdrawn. 
The Offer will be made on the terms and subject to the conditions and further 
terms set out in the Announcement and those terms which will be set out in the 
Scheme Document, the forms of proxy and the form of election. The Scheme 
Document will include full details of the Scheme, together with notices of the 
Court Meeting and the General Meeting and the expected timetable of the Offer. 
The Offer will be subject to the applicable requirements of the Code, the Panel, 
the London Stock Exchange and the Financial Services Authority. 
Capitalised terms used but not otherwise defined in this announcement have the 
meaning given to them in the announcement made by Bidco on 25 September 2009. 
 
+--------------------------------------------------+-------------------------+ 
| Enquiries:                                       |                         | 
+--------------------------------------------------+-------------------------+ 
| Bidco                                            |                         | 
+--------------------------------------------------+-------------------------+ 
| Lindsay Dibden                                   | Tel: 020 7089 7888      | 
| Philipp Schwalber                                | Tel: 020 7089 7888      | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Ernst & Young (Financial Adviser to Bidco)       |                         | 
+--------------------------------------------------+-------------------------+ 
| Tim Medak                                        | Tel: 020 7951 2000      | 
| Ken Williamson                                   | Tel: 020 7951 2000      | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Altium Capital Limited (Broker to Bidco)         |                         | 
+--------------------------------------------------+-------------------------+ 
| Stephen Georgiadis                               | Tel: 020 7484 4040      | 
| Tim Richardson                                   | Tel: 020 7484 4040      | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Media Enquiries:                                 |                         | 
+--------------------------------------------------+-------------------------+ 
| Maitland                                         |                         | 
+--------------------------------------------------+-------------------------+ 
| Neil Bennett                                     | Tel: 020 7379 5151      | 
+--------------------------------------------------+-------------------------+ 
 
As required by Rule 8 of the Code, the percentages of existing issued Goldshield 
Shares have been calculated by reference to the 36,717,046 Goldshield Shares 
(i.e. excluding issued treasury shares) referred to in the announcement by 
Goldshield pursuant to Rule 2.10 of the Code on 24 June 2009. 
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 the Offer and will not be responsible to 
anyone other than Bidco and HgCapital for providing the protections afforded to 
the clients of Ernst & Young LLP, or for giving advice in connection with the 
Offer, the contents of this announcement, or the Forms of Proxy or any matter 
referred to herein. 
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 the Offer and will not be 
responsible to anyone other than Bidco and HgCapital for providing the 
protections afforded to the clients of Altium Capital Limited, or for giving 
advice in connection with the Offer, the contents of this announcement, or the 
Forms of Proxy or any matter referred to herein. 
This announcement is for information purposes only and is not intended to and 
does not constitute or form part of an offer to sell or invitation to purchase 
any securities or the solicitation of any vote for approval in any jurisdiction, 
nor shall there be any sale, issue or transfer of the securities referred to in 
this announcement in any jurisdiction in contravention of applicable law. The 
Offer will be made solely through the Scheme Document and, in the case of 
certificated Goldshield Shares, the Forms of Proxy, which will together contain 
the full terms and conditions of the Offer, including details of how to accept 
the Offer. Any response in relation to the Offer should be made only on the 
basis of the information contained in the Scheme Document or any document by 
which the Offer is made. 
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 per cent. 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 p.m. (London time) on the Business Day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Scheme becomes effective or becomes, or is declared, unconditional as to 
acceptances, or lapses 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 Goldshield, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
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 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, please contact an independent financial 
adviser authorised under the Financial Services and Markets Act 2000 or consult 
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on 
telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013. 
In accordance with normal UK market practice, Bidco or its nominees or brokers 
(acting as agents) may from time to time make certain purchases of, or 
arrangements to purchase, Goldshield Shares outside the United States, other 
than pursuant to the Scheme, prior to the Scheme Effective Date. These purchases 
may occur either in the open market at prevailing prices or in private 
transactions at negotiated prices. Any information about such purchases will be 
disclosed as required in the UK. 
A copy of this announcement will be available on Bidco's website: 
www.midasbidco.com 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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