Possible Offer
April 24 2009 - 11:33AM
UK Regulatory
TIDMMVA
AIM
Release
24 April 2009
Minerva Resources plc (AIM: MVA)
("Minerva Resources" or "the Company")
Possible Offer
The Board of Minerva Resources advises the following update to the
market on its funding status.
The Company confirms that it is in discussions with a number of
parties regarding financing and corporate transactions, which may or
may not include an offer for the entire issued and to be issued share
capital of the Company. Shareholders should be aware that there is no
certainty that an offer will be forthcoming and no certainty as to
the terms on which any offer might be made.
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers, Minerva Resources 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 under UK ISIN code GB0033826206.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the City Code on Takeovers and
Mergers (the "Code"), if any person is, or becomes, "interested"
(directly or indirectly) in 1%` or more of any class of "relevant
securities" 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acceptances, lapses or is otherwise withdrawn or on which the "offer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 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 the offeree by the offeror, 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.
For further information please contact:
Terry Ward
Minerva Resources plc
Tel: +44 (0)20 73795012/(0) 798571576
E-mail: terry.ward@minervaresources.com
Web: www.minervaresources.com
James Joyce / Sarang Shah
W. H. Ireland
Tel: +44 (0)20 72201666
James.joyce@wh-ireland.co.uk
Nick Rome
Bishopgate Communications Ltd
Tel: +44 (0)20 75623350
E-mail: nick@bishopgatecommunications.com
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