Further re: Possible Offer for Minerva Resources
June 08 2009 - 6:45AM
UK Regulatory
TIDMDWY TIDMMVA
RNS Number : 5233T
Dwyka Resources Limited
08 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')
Further announcement re: Possible Offer for Minerva Resources plc
Letter of intent received to accept Possible Offer
Further to the announcement on 1 June in relation to a possible all share offer
to acquire the entire issued and to be issued share capital of Minerva Resources
plc ("Minerva"), on a basis which values Minerva shares at not less than 1p,
Dwyka is pleased to announce that it has received a further letter of intent to
accept such an offer, if made, from Golden Prospect Precious Metals Limited in
respect of its entire holding of 3,500,000 ordinary Minerva shares, representing
approximately 2.3 per cent. of Minerva's current issued ordinary share capital.
In total, Dwyka has therefore received from Minerva shareholders non-legally
binding letters of intent to accept, if an offer on the terms of the Possible
Offer (as set out in the announcement on 1 June 2009) were to be
made, in
respect of 69,201,600 ordinary Minerva shares owned by such shareholders
representing
approximately 44.9 per cent. of Minerva's current issued share
capital.
Minerva Shareholder Meeting and Warrantholder Meeting (the "Meetings")
The board of Dwyka notes the announcement by Minerva today that further
irrevocable undertakings to vote in favour of the resolutions proposed at the
Meetings have been received by Minerva from shareholders and warrantholders in
Minerva. In aggregate therefore irrevocable undertakings to vote in favour of
the resolutions to be proposed at the Meetings have been received in respect of
69,201,600 Minerva shares representing
approximately 44.9 per cent. of
Minerva's issued ordinary share capital and
22,379,200 Minerva warrants
representing approximately 56.4 per cent. of the
Minerva warrants in issue. Details of these irrevocable undertakings to vote in
favour of the proposals are set out in the announcement by Minerva today.
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, 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.
Further announcements will be made in due course.
Enquiries:
+------------------------------------------------+--------------------------+
| Dwyka Resources Limited | Tel: +44 (0)78 2555 |
| | 1397 |
+------------------------------------------------+--------------------------+
| Melissa Sturgess, CEO | melissa@dwyresources.com |
+------------------------------------------------+--------------------------+
| | |
+------------------------------------------------+--------------------------+
| Ambrian Partners Limited (financial adviser to | Tel: +44 (0)20 7634 |
| Dwyka) | 4700 |
+------------------------------------------------+--------------------------+
| Richard Brown | |
+------------------------------------------------+--------------------------+
| Richard Greenfield | |
+------------------------------------------------+--------------------------+
| | |
+------------------------------------------------+--------------------------+
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 subject matter of this announcement 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 subject
matter of this announcement.
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
OUPFGGGVGRNGLZM
Minerva Res (LSE:MVA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Minerva Res (LSE:MVA)
Historical Stock Chart
From Jul 2023 to Jul 2024