TIDMGSD
RNS Number : 3407B
Midas Bidco Limited
25 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
25 October 2009
Midas Bidco Limited ("Bidco")
Increased Cash Offer for Goldshield Group Plc ("Goldshield")
Summary
* Bidco is pleased to announce an increased cash offer for Goldshield at a price
of 485 pence in cash for each Goldshield Share. It is intended that the Offer be
implemented by means of a scheme of arrangement under Part 26 of the 2006 Act.
* As an alternative to the cash consideration to which they would otherwise be
entitled under the Increased Offer, eligible Shareholders will be entitled to
receive SPVCo Securities subject to the terms and conditions of the SPVCo
Partial Alternative.
* Bidco, Management Team and their concert parties are now interested (including
irrevocable undertakings) in 16,577,890 Goldshield Shares representing 45.15% of
the existing issued share capital of Goldshield held outside treasury. Further
details of all irrevocable undertakings received by Bidco (including those that
have been amended) are set out in paragraph 2 and Appendix 3 of this
announcement
* The Company's adviser informed Bidco's adviser on a telephone call on 21 October
2009 that the trustee of the Trust had informed the Company that, whilst it
reserved the right to do otherwise, it did not intend to vote the Goldshield
Shares held by the Trust in any scheme of arrangement nor to accept any offer in
respect of any of the Goldshield Shares held in Trust (unless that offer becomes
unconditional). The Goldshield Shares held in Trust represent approximately 5%
of the existing issued share capital of Goldshield held outside treasury. Bidco
urges the Independent Goldshield Directors or the trustee of the Trust to
publicly confirm this.
* Bidco and the Management Team (including in respect of the shares held in their
family trusts and the shares they control) confirm that:
* They will vote against any scheme of arrangement proposed by AIT to acquire
Goldshield (at any price). Any scheme of arrangement proposed by AIT to acquire
Goldshield cannot be implemented.
* If AIT makes a contractual offer for Goldshield, they will not accept that offer
(at any price) (this statement of intent ceasing to apply if that contractual
offer becomes or is declared wholly unconditional).
* As explained in paragraphs 3 and 4 of this announcement, it will be challenging
for any AIT contractual offer to succeed unless that offer is at a price of at
least 525 pence per Goldshield Share.
* Accordingly, Bidco urges the Independent Goldshield Directors to recommend the
Offer and AIT to withdraw its offer for Goldshield.
+--------------------------------------------------+-------------------------+
| Enquiries: | |
+--------------------------------------------------+-------------------------+
| Bidco | |
+--------------------------------------------------+-------------------------+
| Lindsay Dibden | Tel: 020 7089 7888 |
| Philipp Schwalber | Tel: 020 7089 7888 |
| | |
+--------------------------------------------------+-------------------------+
| Ernst & Young LLP (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 |
+--------------------------------------------------+-------------------------+
This summary should be read in conjunction with the accompanying full text of
this announcement which sets out further details of the Increased Offer and
which forms an integral part of this announcement. Appendix 4 of this
announcement contains definitions used in this summary.
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 Increased 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 Increased 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 Increased 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 Increased 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
Increased 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 Increased Offer, including details
of how to accept the Increased Offer. Any response in relation to the Increased
Offer should be made only on the basis of the information contained in the
Scheme Document or any document by which the Increased Offer is made.
The SPVCo Securities have not been, and will not be, registered under the U.S.
Securities Act or under the applicable securities laws of any state, district or
other jurisdiction of the United States, or of any other Restricted Jurisdiction
and no regulatory clearances in respect of the SPVCo Securities has been, or
will be, applied for in any jurisdiction. Accordingly, unless an exemption under
the U.S. Securities Act or other relevant securities laws is applicable, the
SPVCo Securities are not being, and may not be, offered, sold, resold, delivered
or distributed, directly or indirectly, in or into the United States or any
other Restricted Jurisdiction or to any Restricted Overseas Shareholder.
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
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
25 October 2009
Midas Bidco Limited ("Bidco")
Increased Cash Offer for Goldshield Group Plc ("Goldshield")
1The Increased Cash Offer
Bidco is pleased to announce an increased cash offer for Goldshield. Under the
Increased Offer, Shareholders will be entitled to receive 485 pence in cash for
each Goldshield Share held.
Goldshield Shares will be acquired by Bidco fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption and any other
third party rights of any nature whatsoever and together with all rights now or
hereafter attaching to such shares including, without limitation, the right to
receive in full all dividends and other distributions (if any) declared, paid or
made on or after the date of this announcement. If any dividend or other
distribution is declared, paid or made on or after the date of this
announcement, Bidco reserves the right to reduce the offer price by the amount
of such dividend or distribution up to a maximum of 25 pence.
Bidco urges the Independent Goldshield Directors to recommend the Increased
Offer.
2Irrevocable undertakings
Bidco, Management Team and their concert parties are now interested (including
irrevocable undertakings) in 16,577,890 Goldshield Shares representing 45.15% of
the existing issued share capital of Goldshield held outside treasury.
Bidco has received irrevocable undertakings to vote in favour of the Increased
Offer in respect of a total of 10,156,412 Goldshield Shares, representing
approximately 27.66 per cent. of the existing issued Goldshield Shares held
outside treasury. The givers of these irrevocable undertakings have also
undertaken to exercise all voting rights attaching to the Shares in such manner
as to enable the Offer to be implemented and oppose the taking of any action
which may be prejudicial to the successful outcome of the Increased Offer.
Of these irrevocable undertakings, irrevocable undertakings in respect of a
total of:
* 4,170,365 Goldshield Shares (11.36 per cent. of Goldshield) will only cease to
have any effect if any third party offer for Goldshield becomes or is declared
wholly unconditional;
* 2,960,425 Goldshield Shares (8.06 per cent. of Goldshield) will only cease to
have any effect if (i) an offer is announced by a third party at a price that is
10% greater than the then Bidco offer price (i.e. 533.5 pence based on the offer
price of 485 pence) or (ii) any third party offer for Goldshield becomes or is
declared wholly unconditional; and
* 3,025,622 Goldshield Shares (8.24 per cent. of Goldshield) will cease to have
any effect if (amongst other things) an offer is announced for Goldshield at a
price of 525 pence per Goldshield Share or more.
Further details of all irrevocable undertakings received by Bidco (including
those that have been amended) are set out in Appendix 3 of this announcement.
3Bidco and Management Team's intention to vote down AIT proposal
Bidco confirms that it will vote its 6,116,210 Goldshield Shares against any
scheme of arrangement proposed by AIT to acquire Goldshield (at any price) and,
if AIT makes a contractual offer for Goldshield, it will not accept that offer
(at any price).
The Management Team confirms that they will vote the 1,480,990 Goldshield Shares
that they hold or control against any scheme of arrangement proposed by AIT to
acquire Goldshield (at any price) and, if AIT makes a contractual offer for
Goldshield, they will not accept that offer (at any price).
In addition, the trustee of the Management Team's family trusts has confirmed it
will vote the 2,689,375 Goldshield Shares held in the family trusts against any
scheme of arrangement proposed by AIT to acquire Goldshield (at any price) and,
if AIT makes a contractual offer for Goldshield, it will not accept that offer
(at any price).
The statements of intent set out in this paragraph 3 will cease to apply if any
third party contractual offer for Goldshield becomes or is declared wholly
unconditional.
Given these intentions and for the reason set out in paragraph 4 below:
* Any scheme of arrangement proposed by AIT to acquire Goldshield cannot be
implemented; and
* Bidco believes that it will be challenging for any contractual offer (even one
with the minimum 50% acceptance condition allowed by the Code) by AIT for
Goldshield to succeed, unless that offer is at a price of at least 525 pence per
Goldshield Share.
Accordingly, Bidco urges AIT to clarify its intentions or withdraw its offer for
Goldshield.
4Employee Benefit Trust
Goldshield operates an employee benefit trust (the "Trust") to hold Goldshield
Shares that have been awarded under the Plan. The Trust holds 1,834,338
Goldshield Shares, representing approximately 5% of the existing issued share
capital of the Company (excluding shares held in treasury).
1,026,629 of these Goldshield Shares have been earmarked to be transferred to
the Management Team on the vesting of their outstanding awards under the Plan,
as set out in paragraph 7 below. In light of that, the Management Team wrote to
the trustee of the Trust on 7 October 2009 requesting that, as is customary in
these circumstances, the trustee should not accept any offer until one such
offer is declared wholly unconditional and also requesting that the trustee
remain neutral.
The Company's adviser informed Bidco's adviser on a telephone call on 21 October
2009 that the trustee of the Trust had informed the Company that, whilst it
reserved the right to do otherwise, it did not intend to vote the Goldshield
Shares held by the Trust in any scheme of arrangement nor to accept any offer in
respect of any of the Goldshield Shares held in Trust (unless that offer becomes
unconditional). Given the number of Goldshield Shares held in the Trust, Bidco
urges the Independent Goldshield Directors or the trustee of the Trust to
publicly confirm this.
5The SPVCo Partial Alternative
As an alternative to the cash consideration to which they would otherwise be
entitled under the Increased Offer, eligible Shareholders will be entitled to
receive SPVCo Securities (the issue of which will be capped to a maximum nominal
aggregate amount of GBP8 million) in respect of all or part of their holding of
Goldshield Shares, in each case subject to the terms and conditions of the SPVCo
Partial Alternative. For every GBP100 of cash consideration to which
Shareholders would otherwise be entitled, under the SPVCo Partial Alternative
they will receive GBP100 in nominal value of SPVCo Securities that are valued at
GBP110 by Ernst & Young LLP in accordance with Rule 24.10 of the Code. The SPVCo
Securities will comprise SPVCo Ordinary Shares and SPVCo PIK Notes and the
breakdown by nominal value of the SPVCo Ordinary Shares and SPVCo PIK Notes that
validly electing Shareholders will be entitled to receive under the SPVCo
Partial Alternative will be set out in the Scheme Document.
SPVCo Securities will be issued by SPVCo and will represent an indirect
investment in the Bidco Group. Further details of the capital structure and
rights of the SPVCo Securities are set out in Appendix 1 of this announcement.
The SPVCo Securities will not be transferable in any circumstances save with the
consent of HgCapital. No application will be made for the SPVCo Securities to be
listed or dealt in on any stock exchange.
The SPVCo Securities will not be offered, sold or delivered, directly or
indirectly, in or into the United States or any other Restricted Jurisdiction.
The SPVCo Partial Alternative is conditional on the Scheme becoming effective.
The maximum nominal amount of SPVCo Securities that will be issued will be GBP8
million. To the extent that valid elections are received which would result in
the issue of SPVCo Securities constituting greater than GBP8 million in
aggregate nominal value, the amount of SPVCo Securities to which each validly
electing Shareholder is entitled shall be reduced pro rata to the proportion of
Goldshield Shares in respect of which such Shareholder has validly elected to
receive SPVCo Securities bears to the aggregate number of Goldshield Shares in
respect of which all validly electing Shareholders have validly elected to
receive SPVCo Securities. The balance of such Shareholders' entitlements to
consideration for their Goldshield Shares shall be paid by way of cash
consideration.
If the Scheme becomes effective, eligible Shareholders that elect to receive the
SPVCo Securities will direct Bidco to pay the cash proceeds to which those
Shareholders would otherwise be entitled to SPVCo in consideration of the issue
to those Shareholders of SPVCo Securities.
Further details of the SPVCo Partial Alternative are contained in the appendices
to this announcement as follows:
* Appendix 1 - Further details on SPVCo, the Bidco Group and the SPVCo Securities
* Appendix 2 - SPVCo Securities Risk Factors
6Financing
The consideration payable under the Increased Offer will be financed through a
combination of equity and debt financing. Debt and equity financing will be
provided by the HgCapital Funds and further debt financing, consisting of
facilities of GBP79 million, has been arranged and fully underwritten by a
consortium of banks.
The amended facilities agreement under which the banks have agreed to provide
the GBP79 million of debt financing requires that Bidco will not waive or amend
(and will use all reasonable endeavours to procure there is no waiver or
amendment to) or declare or treat as satisfied any condition of the Scheme (or
general offer, as applicable) where such waiver or consent would be materially
prejudicial to the interests of the banks, unless: (i) the administrative agent
of the banks has given its consent (not to be unreasonably withheld or delayed);
or (ii) it is required by the Code, the Panel or the Court.
Ernst & Young LLP, financial adviser to Bidco, is satisfied that sufficient
resources are available to satisfy in full the cash consideration payable to
Shareholders under the terms of the Increased Offer. The sources of finance for
the Increased Offer will be described in more detail in the Scheme Document.
7Disclosure of interests in Goldshield Shares
As at the close of business on 23 October 2009, being the last practicable date
prior to the publication of this announcement and as set out below, Bidco,
Management Team and their concert parties are interested (including irrevocable
undertakings from other shareholders) in 16,577,890 Goldshield Shares
representing 45.15% of the existing issued share capital of Goldshield held
outside treasury.
Bidco and the Management Team
As of 23 October 2009, Bidco and the Management Team are interested in the
following relevant securities:
+--------------------------+--------------------+--------------------+
| Name | No. of Goldshield | % of existing |
| | Shares | Goldshield Shares |
+--------------------------+--------------------+--------------------+
| Bidco | 6,116,210 | 16.66 |
+--------------------------+--------------------+--------------------+
| Mr Rakesh Patel | 655,804 | 1.79 |
+--------------------------+--------------------+--------------------+
| Mr Ajay Patel | 495,000 | 1.35 |
+--------------------------+--------------------+--------------------+
| Mr Kirti Patel | 1,558,868 | 4.25 |
+--------------------------+--------------------+--------------------+
| | 8,825,882 | 24.04 |
+--------------------------+--------------------+--------------------+
Persons deemed to be acting in concert
As of 23 October 2009, persons acting or deemed to be acting in concert with
Bidco (other than the Management Team) were interested in the following relevant
securities:
+-------------------------+------------------+-----------------------+
| Name | No. of | % of existing |
| | Goldshield | Goldshield Shares |
| | Shares | |
+-------------------------+------------------+-----------------------+
| Mr Vinubhai Patel | 200,000 | 0.54 |
+-------------------------+------------------+-----------------------+
| Mr Rajendra Patel | 112,500 | 0.31 |
+-------------------------+------------------+-----------------------+
| Mr Bimal Patel | 100,000 | 0.27 |
+-------------------------+------------------+-----------------------+
| Mr Bhavesh Patel | 5,187 | 0.01 |
+-------------------------+------------------+-----------------------+
| Mrs Heenaxi Patel | 1,000 | 0.01 |
+-------------------------+------------------+-----------------------+
| Mr Sureendra Patel and | 510,893 | 1.39 |
| Mr Mahendra Patel | | |
+-------------------------+------------------+-----------------------+
| Mr Sureendra Patel and | 47,000 | 0.13 |
| US Patel | | |
+-------------------------+------------------+-----------------------+
| MC Patel and Mrs MM | 64,500 | 0.18 |
| Patel | | |
+-------------------------+------------------+-----------------------+
| Mr Minesh Patel and Mr | 453,000 | 1.23 |
| Mitesh Patel | | |
+-------------------------+------------------+-----------------------+
| Mr Jignesh Patel | 185,331 | 0.50 |
+-------------------------+------------------+-----------------------+
| Mr Rupesh Patel | 2,250 | 0.01 |
+-------------------------+------------------+-----------------------+
| Mr Minesh Patel | 84,300 | 0.23 |
+-------------------------+------------------+-----------------------+
| | 1,765,961 | 4.81 |
+-------------------------+------------------+-----------------------+
Options and awards
The following options and awards over relevant securities had been granted to
the Management Team under the Goldshield Share Schemes and remain outstanding:
+----------+--------------+----------------+--------------+---------------+
| Name | Date of | Market price | No. of | Normal |
| | option / | at time of | Goldshield | vesting |
| | award | award/exercise | Shares under | date/exercise |
| | | price | option / | period |
| | | | award | |
+----------+--------------+----------------+--------------+---------------+
| Mr | 12/09/2007 | 231.0 pence | 192,890 | 12/09/2010 |
| Rakesh | | | | |
| Patel | | | | |
+----------+--------------+----------------+--------------+---------------+
| | 17/09/2008 | 253.5 pence | 211,243 | 12/09/2011 |
+----------+--------------+----------------+--------------+---------------+
| | 04/08/2009 | 366.0 pence | 133,197 | 04/08/2012 |
+----------+--------------+----------------+--------------+---------------+
| | | | 537,330 | |
+----------+--------------+----------------+--------------+---------------+
| Mr Ajay | 02/07/2002 | 275.2 pence | 6,531 | 01/08/2009 |
| Patel | | | (options)* | - |
| | | | | 31/01/2010 |
+----------+--------------+----------------+--------------+---------------+
| | 12/09/2007 | 231.0 pence | 119,593 | 12/09/2010 |
+----------+--------------+----------------+--------------+---------------+
| | 17/09/2008 | 253.5 pence | 106,509 | 12/09/2011 |
+----------+--------------+----------------+--------------+---------------+
| | 04/08/2009 | 366.0 pence | 72,896 | 04/08/2012 |
+----------+--------------+----------------+--------------+---------------+
| | | | 305,529 | |
+----------+--------------+----------------+--------------+---------------+
| Mr Ram | 17/09/2008 | 253.5 pence | 47,337 | 17/09/2011 |
| Swamy | | | | |
+----------+--------------+----------------+--------------+---------------+
| | 04/08/2009 | 366.0 pence | 54,986 | 04/08/2012 |
+----------+--------------+----------------+--------------+---------------+
| | | | 102,323 | |
+----------+--------------+----------------+--------------+---------------+
| Mr Kirti | 04/08/2009 | 366.0 pence | 87,978 | 04/08/2012 |
| Patel | | | | |
+----------+--------------+----------------+--------------+---------------+
| | | | 87,978 | |
+----------+--------------+----------------+--------------+---------------+
*Ajay Patel's award in 2002 is an option under the Goldshield Share Option Plan.
The remaining awards set out in the table are awards under the Goldshield Long
Term Incentive Plan and related to 1,026,629 of these Goldshield Shares.
Irrevocable undertakings
Bidco has received irrevocable undertakings to vote in favour of the Increased
Offer as follows:
+--------------------------+--------------------+--------------------+
| | No. of Goldshield | % of existing |
| | Shares | Goldshield Shares |
+--------------------------+--------------------+--------------------+
| Management Team | 4,170,365 | 11.36 |
+--------------------------+--------------------+--------------------+
| Other shareholders | 5,986,047 | 16.30 |
+--------------------------+--------------------+--------------------+
Further details of these irrevocable undertakings are set out in Appendix 3 of
this announcement.
As at the close of business on 23 October 2009, being the last practicable date
prior to the publication of this announcement, save for: (i) the disclosures
made above and (ii) the Management Incentivisation Arrangements referred to in
paragraph 4 of the Announcement, none of Bidco or HgCapital or any of their
directors or, so far as HgCapital and the Bidco Directors are aware, any person
acting, or deemed to be acting, in concert with Bidco:
* had an interest in, or right to subscribe for, relevant securities of
Goldshield;
* had any short position in (whether conditional or absolute and whether in the
money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or right to require another person
to purchase or take delivery of, relevant securities of Goldshield;
* had procured an irrevocable commitment or letter of intent to accept the
Increased Offer in respect of relevant securities of Goldshield; or
* had borrowed or lent any Goldshield Shares.
Furthermore, no arrangement exists with Bidco, HgCapital or Goldshield or an
associate of Bidco, HgCapital or Goldshield in relation to Goldshield Shares.
For these purposes, an "arrangement" includes any indemnity or option
arrangement, any agreement or any understanding, formal or informal, of whatever
nature, relating to Goldshield Shares which may be an inducement to deal or
refrain from dealing in such securities.
8General
The Increased Offer will be made on the terms and subject to the conditions and
further terms set out in the Announcement (where, as applicable, references to
the Offer shall be construed to mean references to the Increased Offer) 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 and the SPVCo Partial Alternative, together with notices of the Court
Meeting and the General Meeting and the expected timetable of the Increased
Offer. The Increased 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 in this announcement have the meaning given to them in
Appendix 4 of this announcement.
+--------------------------------------------------+-------------------------+
| Enquiries: | |
+--------------------------------------------------+-------------------------+
| Bidco | |
+--------------------------------------------------+-------------------------+
| Lindsay Dibden | Tel: 020 7089 7888 |
| Philipp Schwalber | Tel: 020 7089 7888 |
| | |
+--------------------------------------------------+-------------------------+
| Ernst & Young LLP (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 Increased 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 Increased 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 Increased 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 Increased 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
Increased 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 Increased Offer, including details
of how to accept the Increased Offer. Any response in relation to the Increased
Offer should be made only on the basis of the information contained in the
Scheme Document or any document by which the Increased Offer is made.
The SPVCo Securities have not been, and will not be, registered under the U.S.
Securities Act or under the applicable securities laws of any state, district or
other jurisdiction of the United States, or of any other Restricted Jurisdiction
and no regulatory clearances in respect of the SPVCo Securities has been, or
will be, applied for in any jurisdiction. Accordingly, unless an exemption under
the U.S. Securities Act or other relevant securities laws is applicable, the
SPVCo Securities are not being, and may not be, offered, sold, resold, delivered
or distributed, directly or indirectly, in or into the United States or any
other Restricted Jurisdiction or to any Restricted Overseas Shareholder.
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
APPENDIX 1
FURTHER DETAILS ON SPVCO, THE BIDCO GROUP AND THE SPVCO PARTIAL
ALTERNATIVE
1Background Information on SPVCo and Midas EquityCo
SPVCo will be a single purpose vehicle incorporated in Guernsey as a private
limited company for the sole purpose of holding certain Midas EquityCo
Securities. SPVCo Ordinary Shares and SPVCo PIK Notes (which together will
represent an indirect investment in corresponding Midas EquityCo Securities in
corresponding nominal amounts) will be issued to Shareholders who validly elect
to receive SPVCo Securities. The HgCapital Funds will have the sole right to
appoint directors to the board of SPVCo.
Midas EquityCo is a private limited liability company (société à responsabilité
limitée) incorporated in Luxembourg. Its capital is divided into different
classes of securities as set out in paragraph 3 below. The HgCapital Funds will
control the board of directors of Midas EquityCo.
Midas EquityCo wholly owns Debtco, which in turn wholly owns Subholdingsco and
Guaranteeco. Subholdingsco and Guaranteeco hold all of the issued share capital
in Midco, which wholly owns Bidco. Each of these entities forms part of the
Bidco Group.
Bidco and Midco are party to an amended facilities agreement, consisting of
facilities of GBP79 million and a revolving facility of GBP5 million, which has
been arranged and fully underwritten by a consortium of the following banks: The
Royal Bank of Scotland plc, HSBC Bank plc and Lloyds TSB Bank plc. Further
information will be provided in the Scheme Document.
2Capital Structure of SPVCo
The capital structure of SPVCo will comprise the SPVCo Securities, being:
* SPVCo Ordinary Shares - the terms of the SPVCo Ordinary Shares will, as far as
reasonably practicable, mirror the terms of the Institutional Ordinary Shares to
be issued by Midas EquityCo to SPVCo and are described below; and
* SPVCo PIK Notes - the terms of the SPVCo PIK Notes will, as far as reasonably
practicable, mirror the terms of the Series B PECs to be issued by Midas
EquityCo to SPVCo and are described below.
The SPVCo Securities will not be eligible for any return of capital,
distribution or payment of interest or principal until all bank debt has been
repaid. Further, the SPVCo Securities are unsecured securities.
SPVCo will use the proceeds it receives from validly electing eligible
Shareholders in respect of SPVCo Ordinary Shares to subscribe for a
corresponding amount (in nominal value) of Institutional Ordinary Shares in the
capital of Midas EquityCo. SPVCo will use the proceeds it receives from validly
electing eligible Shareholders in respect of SPVCo PIK Notes to subscribe for a
corresponding amount (in nominal value) of Series B PECs in Midas EquityCo.
SPVCo Ordinary Shares
The SPVCo Ordinary Shares to be issued by SPVCo will be divided equally into
class A, class B, class C, class D, class E, class F, class G, class H and class
I shares. Each class of SPVCo Ordinary Shares will grant its holders the sole
entitlement to any amounts received by SPVCo in respect of its holding of the
corresponding alphabetical class of Institutional Ordinary Shares in the capital
of Midas EquityCo, such that the holders of class A SPVCo Ordinary Shares will
have the sole right to any proceeds realised by SPVCo in respect of its holding
of class A1 Institutional Ordinary Shares and so on.
The aggregate subscription by any shareholder in SPVCo who subscribes for SPVCo
Ordinary Shares will, so far as possible without SPVCo having to issue
fractional entitlements to shares, be divided equally (in nominal value) between
class A, class B, class C, class D, class E, class F, class G, class H and class
I shares. It is expected that SPVCo will use the proceeds it receives from any
subscription for a class of SPVCo Ordinary Shares to subscribe for an equivalent
amount (in nominal value) of the corresponding alphabetical class of
Institutional Ordinary Shares in Midas EquityCo.
Each SPVCo Ordinary Share will entitle its holder to one vote in any general
meeting of the shareholders of SPVCo.
SPVCo Ordinary Shares will not be transferrable in any circumstances save with
the consent of HgCapital.
SPVCo PIK Notes
The SPVCo PIK Notes to be issued by SPVCo will confer upon the holders the right
to receive interest at a rate of 12.00 per cent. per annum, compounding
annually. Accrued interest may, at SPVCo's option, be satisfied by SPVCo issuing
to holders further SPVCo PIK Notes on each interest payment date, being 31
December.
The SPVCo PIK Notes will be repayable on the earlier of a Sale, Liquidation, IPO
or Asset Sale (as defined in paragraph 3 (Ratchet Shares) below) or 10 years
from the date of issuance provided, in each case, that the bank debt has been
fully repaid. SPVCo may also, at its election, redeem any or all of the SPVCo
PIK Notes upon notice to the relevant holders of such SPVCo PIK Notes.
SPVCo PIK Notes will not be transferrable in any circumstances save with the
consent of HgCapital.
The ongoing administrative costs of SPVCo shall be satisfied by way of an
intra-group loan to be provided by Bidco to SPVCo.
3Capital Structure of Midas EquityCo
The capital structure of Midas EquityCo comprises the following classes of Midas
EquityCo Securities:
*
*
*
*
*
* Sweet Equity Shares;Ratchet Shares;Management Ordinary Shares;Institutional Ordinary Shares;Series A PECs; andSeries B PECs.
Holders of Midas EquityCo Ordinary Shares shall be entitled to receive notice of
and attend meetings of members of Midas EquityCo. Every holder present in person
or by proxy shall have one vote for every Midas EquityCo Ordinary Share of which
it is the holder.
Institutional Ordinary Shares, Management Ordinary Shares and Sweet Equity
Shares
The Institutional Ordinary Shares to be issued by Midas EquityCo will be divided
equally into class A1, class B1, class C1, class D1, class E1, class F1, class
G1, class H1 and class I1 shares. Each such class of Institutional Ordinary
Shares will in all material respects have the same rights attaching to them save
that on any return of capital by Midas EquityCo, the class A1 shares shall first
be redeemed in full, followed by class B1 shares and so on until the class I1
shares are the only class of Institutional Ordinary Shares outstanding.
The Management Ordinary Shares to be issued by Midas EquityCo will be divided
equally into class A2, class B2, class C2, class D2, class E2, class F2, class
G2, class H2 and class I2 shares. Each such class of Management Ordinary Shares
will in all material respects have the same rights attaching to them save that
on any return of capital by Midas EquityCo the class A2 shares shall first be
redeemed in full, followed by class B2 shares and so on until the class I2
shares are the only class of Management Ordinary Shares outstanding.
Each class of Institutional Ordinary Shares ranks in all respects pari passu
with the corresponding alphabetical class of Management Ordinary Shares. Any
such payments on or redemption of a class of Institutional Ordinary Shares shall
be pari passu with corresponding payments on or redemption of the corresponding
alphabetical class of Management Ordinary Shares.
The ranking of each class of Institutional Ordinary Shares and Management
Ordinary Shares as highlighted above is intended to facilitate, if required and
deemed commercially appropriate, a number of partial liquidations of Midas
EquityCo and the repatriation of cash to shareholders (including SPVCo) on a tax
efficient basis.
The aggregate subscription by any shareholder in Midas EquityCo who subscribes
for Institutional Ordinary Shares (including SPVCo) and/or Management Ordinary
Shares will, so far as possible without Midas EquityCo having to issue
fractional entitlements to shares, be divided equally (in nominal value) between
class A, class B, class C, class D, class E, class F, class G, class H and class
I shares.
The Midas EquityCo Ordinary Shares designated as "Sweet Equity Shares" are
Management Ordinary Shares and have all of the rights attaching to Management
Ordinary Shares. A number of Management Ordinary Shares held by the Management
Team are designated as "Sweet Equity Shares", and consequently will have certain
additional restrictions attaching to them such as the obligation to transfer
such Sweet Equity Shares in the event that the relevant employee ceases to be an
employee of the Bidco Group.
Series A PECs and the Series B PECs
The Series A PECs shall carry the same rights and shall rank pari passu with the
Series B PECs such that the Series A PECs and the Series B PECs shall form one
single class of PECs.
The Series A PECs and the Series B PECs will be issued by Midas EquityCo to the
HgCapital Funds and the Management Team respectively and will confer upon the
holders the right to receive interest at a rate of 12.00 per cent. per annum,
compounding annually. Accrued interest is payable annually in cash unless such
payment would result in Midas EquityCo becoming insolvent or if, after making
such payment or making provision for any creditors, Midas EquityCo would not
have available funds (net of costs and tax).
The Series A PECs and the Series B PECs will be repayable on the earlier of a
liquidation of Midas EquityCo or 10 years from date of issuance of the relevant
class of PECs. Midas EquityCo may also, at its election, redeem any or all of
the Series A PECs and Series B PECs upon notice to the relevant holders of such
PECs.
Ratchet Shares
Upon a transfer by the HgCapital Funds or their nominees of all of their Midas
EquityCo Ordinary Shares (a "Sale"), a winding up of Midas EquityCo (a
"Liquidation"), an initial public offering of any member of the Bidco Group (an
"IPO") or a sale by Midas EquityCo of all or substantially all of the assets of
the Bidco Group (an "Asset Sale"), the Ratchet Shares will be entitled to an
allocation of any proceeds received by or to be received by Midas EquityCo
and/or its shareholder as a result of such exit provided that the HgCapital
Funds have received:
(a) an amount reflecting an internal rate of return of greater than 30 per
cent.; and
(b) a return of at least three times the amount invested by the HgCapital Funds
in Midas
EquityCo,
(together, the "Ratchet Conditions").
Subject to satisfying the Ratchet Conditions, the Management Team (as holders of
the Ratchet Shares) could be entitled to up to an additional 5 per cent. of the
total proceeds available for distribution on the Midas EquityCo Ordinary Shares
by virtue of the Ratchet Shares. Any proceeds to which the Ratchet Shares will
be entitled will dilute the proceeds available for distribution to the holders
of the Institutional Ordinary Shares (including SPVCo) pro rata, but shall not
dilute the proceeds available for distribution to the holders of the Management
Ordinary Shares.
Such Ratchet Shares will not entitle the Management Team to any proceeds if the
Ratchet Conditions have not been met and neither will the Management Team
recover their capital investment in the Ratchet Shares or any return on such
investment.
4Representation of Minority Investors
Any Minority Investor who holds GBP2,400,000 or more in aggregate nominal value
of SPVCo Securities will be entitled to appoint an observer to the board of
Debtco (being the principal operating board of the Bidco Group). Any observer so
appointed shall be entitled to attend any meeting of the board of Debtco.
APPENDIX 2
SPVCO SECURITIES RISK FACTORS
1The SPVCo Securities will not be listed on any stock exchange, nor is it the
current intention to offer any trading facility for SPVCo Securities.
2SPVCo will be controlled by HgCapital who will have the sole right to appoint
directors to the board of SPVCo.
3SPVCo Securities will not be transferable in any circumstances save with the
consent of HgCapital.
4The holders of SPVCo Securities will not enjoy any minority protections or
other rights save for those rights reflected in Appendix 1 of this announcement
and for those rights prescribed by applicable law.
5The enlarged Bidco Group will be more highly leveraged than Goldshield is
currently, with total debt of approximately GBP79 million ranking in priority to
the SPVCo Securities.
6The equity in Midas EquityCo held by SPVCo following completion of the
Increased Offer may be subject to dilution by reason of options and other rights
over Midas EquityCo Securities to be granted to other parties.
7Upon the Scheme becoming effective, the Bidco Group will be controlled by funds
managed or advised by HgCapital.
8For so long as the enlarged Bidco Group has outstanding secured debt, Midas
EquityCo will not be entitled to declare or pay any distribution to any of its
shareholders (including SPVCo) or make any payment of principal or interest in
respect of the Midas EquityCo PECs which will be held by, inter alios, SPVCo.
9The value of the SPVCo Securities will be subject to the same market and
trading risks as are faced by Goldshield currently, including the risk in the
trading performance of Goldshield.
10The SPVCo Securities are unsecured securities and will not be eligible for any
return of capital, distribution or payment of interest or principal until all
bank debt has been repaid.
11SPVCo may be required in the future to sell its Midas EquityCo Securities
under the terms of a "drag along" provision in the Investment Agreement.
12Holders of SPVCo Securities will not be afforded the same level of protections
and disclosure of information that they currently benefit from as shareholders
in Goldshield as a listed company.
13The SPVCo PIK Notes will be repayable on the earlier of a Sale, Liquidation,
IPO or Asset Sale (as defined in paragraph 3 of Appendix 1 of this announcement)
or 10 years from the date of issuance provided, in each case, that the bank debt
of the Bidco Group has been fully repaid.
APPENDIX 3
IRREVOCABLE UNDERTAKINGS
The following holders or controllers of Goldshield Shares have undertaken that
they shall:
(i) vote in favour of the resolutions (excluding the Ordinary Resolution) to be
proposed at the General Meeting in respect of the number of Goldshield Shares
set out below;
(ii) not except pursuant to the Increased Offer, sell, transfer, dispose of,
charge, pledge or otherwise encumber or grant any option or other right over or
otherwise deal with any of the Shares or any interest in them (whether
conditionally or unconditionally), nor enter into any agreement or arrangement
with any person, whether conditionally or unconditionally, to do any such act;
and
(iii) exercise all voting rights attaching to the Shares in such manner as to
enable the Offer to be implemented and oppose the taking of any action which may
be prejudicial to the successful outcome of the Increased Offer.
PART A
+-------------------------+-------------------------+-------------------------+
| Name | Number of Goldshield | % of issued share |
| | Shares | capital |
+-------------------------+-------------------------+-------------------------+
| Rakesh Patel | 1,059,622 | 2.89 |
+-------------------------+-------------------------+-------------------------+
| Barclays Private Bank & | 644,375 | 1.75 |
| Trust Limited (for | | |
| Rakesh Patel's family | | |
| trust) | | |
+-------------------------+-------------------------+-------------------------+
| Kirti Patel | 421,368 | 1.15 |
+-------------------------+-------------------------+-------------------------+
| Barclays Private Bank & | 1,550,000 | 4.22 |
| Trust Limited (for | | |
| Kirti Patel's family | | |
| trust) | | |
+-------------------------+-------------------------+-------------------------+
| Barclays Private Bank & | 495,000 | 1.35 |
| Trust Limited (for Ajay | | |
| Patel's family trust) | | |
+-------------------------+-------------------------+-------------------------+
| TOTAL | 4,170,365 | 11.36 |
+-------------------------+-------------------------+-------------------------+
The undertakings listed in this Part A will cease to have any effect if any
third party offer for Goldshield becomes or is declared wholly unconditional.
PART B
+-------------------------+-------------------------+-------------------------+
| Name | Number of Goldshield | % of issued share |
| | Shares | capital |
+-------------------------+-------------------------+-------------------------+
| Mansukh Gordandas | 43,536 | 0.12 |
| Ganatra | | |
+-------------------------+-------------------------+-------------------------+
| Satish Ganatra | 11,250 | 0.03 |
+-------------------------+-------------------------+-------------------------+
| Vithaldas Ganatra | 11,250 | 0.03 |
+-------------------------+-------------------------+-------------------------+
| Robert Shane Gogerly | 58,625 | 0.16 |
+-------------------------+-------------------------+-------------------------+
| Hitesh Kanabar | 9,101 | 0.02 |
+-------------------------+-------------------------+-------------------------+
| Kirit C Patel | 257,500 | 0.70 |
+-------------------------+-------------------------+-------------------------+
| Kirit Patel | 20,300 | 0.06 |
+-------------------------+-------------------------+-------------------------+
| Mahendra Patel | 59,000 | 0.16 |
+-------------------------+-------------------------+-------------------------+
| Arun Kumar Patel | 22,500 | 0.06 |
+-------------------------+-------------------------+-------------------------+
| Mahesh Patel | 2,186,666 | 5.96 |
+-------------------------+-------------------------+-------------------------+
| Francis Karen Ryan | 110,000 | 0.30 |
+-------------------------+-------------------------+-------------------------+
| Kirit Patel | 70,697 | 0.19 |
+-------------------------+-------------------------+-------------------------+
| Dr Himanshu Patel | 100,000 | 0.27 |
+-------------------------+-------------------------+-------------------------+
| TOTAL | 2,960,425 | 8.06 |
+-------------------------+-------------------------+-------------------------+
The undertakings listed in this Part B will cease to have any effect if either
(i) any third party offer for Goldshield is announced on a Rule 2.5 basis at a
price that is 10% greater than the then offer price of the offer made by Bidco
to acquire Goldshield; or (ii) any third party offer for Goldshield becomes or
is declared wholly unconditional.
PART C
+-------------------------+-------------------------+-------------------------+
| Name | Number of Goldshield | % of issued share |
| | Shares | capital |
+-------------------------+-------------------------+-------------------------+
| (a) Dr J Gandhi | 500,000 | 1.36 |
+-------------------------+-------------------------+-------------------------+
| (b) Mrs S Gandhi | 62,500 | 0.17 |
+-------------------------+-------------------------+-------------------------+
| (c) Mr C Patel | 50,015 | 0.14 |
+-------------------------+-------------------------+-------------------------+
| (d) Mr R Patel | 23,216 | 0.06 |
+-------------------------+-------------------------+-------------------------+
| (e) Mr Pramod Patel | 8,461 | 0.02 |
+-------------------------+-------------------------+-------------------------+
| (f) Quatroville Limited | 687,500 | 1.87 |
+-------------------------+-------------------------+-------------------------+
| (g) Silvertide | 1,355,000 | 3.69 |
| Properties Limited | | |
+-------------------------+-------------------------+-------------------------+
| (h) Horizonmist Limited | 338,930 | 0.92 |
+-------------------------+-------------------------+-------------------------+
| TOTAL | 3,025,622 | 8.24 |
+-------------------------+-------------------------+-------------------------+
The undertakings listed in (a) to (e) of this Part C will cease to have any
effect if the Scheme (or general offer) does not become effective, lapses or is
withdrawn in accordance with its terms or if an offer is announced or increased
by a third party before the Increased Offer becomes unconditional as to
acceptances, provided that such third party's offer is at a price of 525 pence
per Goldshield Share or more. The undertakings listed in (f) to (h) of this Part
C will cease to have any effect if either (i) any third party offer for
Goldshield is announced on a Rule 2.5 basis at a price of 525 pence or more; or
(ii) any third party offer for Goldshield becomes or is declared wholly
unconditional.
APPENDIX 4
DEFINITIONS
Capitalised terms used but not otherwise defined in this announcement have the
following meaning:
+-----------------------------+------+---------------------------------------------+
| Announcement | the Bidco press release announced under |
| | Rule 2.5 of the Code on 25 September 2009 |
| | in relation to a cash offer for Goldshield; |
+------------------------------------+---------------------------------------------+
| Bidco | Midas Bidco Limited, a company incorporated |
| | in England and Wales under number 06883921; |
+------------------------------------+---------------------------------------------+
| Bidco Group | Bidco and its direct and indirect holding |
| | companies (excluding, for the avoidance of |
| | doubt, the HgCapital Funds); |
+------------------------------------+---------------------------------------------+
| Business Day | a day (other than Saturdays, Sundays and UK |
| | public holidays) on which banks are open |
| | for business in London; |
+------------------------------------+---------------------------------------------+
| Bidco Directors | the directors of Bidco as at the date of |
| | this announcement; |
+------------------------------------+---------------------------------------------+
| City Code or Code | the City Code on Takeovers and Mergers; |
+------------------------------------+---------------------------------------------+
| Closing Price | the middle market price of a Goldshield Share at |
| | the close of business on the day to which such |
| | price relates, as derived from the London Stock |
| | Exchange for that day; |
+-----------------------------+----------------------------------------------------+
| Court | the High Court of Justice in England and Wales; |
+-----------------------------+----------------------------------------------------+
| Court Meeting(s) | the meeting(s) of eligible Shareholders |
| | (and any adjournment thereof) and/or of |
| | classes thereof to be convened pursuant to |
| | an order of the Court under Part 26 of the |
| | 2006 Act for the purposes of considering |
| | and, if thought fit, approving the Scheme |
| | (with or without amendment); |
+------------------------------------+---------------------------------------------+
| Debtco | Midas Debtco Limited, a private limited |
| | company incorporated in England and Wales |
| | under number 07008058; |
+------------------------------------+---------------------------------------------+
| Form of Election | the form of election for use by |
| | Shareholders who wish to elect for the |
| | SPVCo Securities; |
+------------------------------------+---------------------------------------------+
| Forms of Proxy | the forms of proxy for use at the Court |
| | Meeting and the General Meeting; |
+------------------------------------+---------------------------------------------+
| FSA or Financial Services | the Financial Services Authority in its |
| Authority | capacity as the competent authority for the |
| | purposes of Part VI of the FSMA; |
+------------------------------------+---------------------------------------------+
| FSMA | the Financial Services and Markets Act |
| | 2000; |
+------------------------------------+---------------------------------------------+
| General Meeting | the general meeting of Shareholders (and |
| | any adjournment thereof) to be convened in |
| | connection with the Increased Offer; |
+------------------------------------+---------------------------------------------+
| Goldshield | Goldshield Group plc, a public limited |
| | company incorporated in England and Wales |
| | registered under number 02330913; |
+------------------------------------+---------------------------------------------+
| Goldshield Share(s) | the ordinary shares of 5 pence each in the |
| | capital of Goldshield; |
+------------------------------------+---------------------------------------------+
| Goldshield Share Schemes | the Goldshield Group plc Share Option Plan, |
| | the Goldshield Group plc Long Term Share |
| | Incentive Plan (2007) and the Goldshield |
| | Group plc Sharesave Scheme; |
+------------------------------------+---------------------------------------------+
| Guaranteeco | Midas Guarantee Limited, a private company |
| | limited by guarantee incorporated in |
| | England and Wales under number 07008306; |
+------------------------------------+---------------------------------------------+
| HgCapital | HgCapital LLP, a limited liability |
| | partnership registered in England and Wales |
| | under number OC301825; |
+------------------------------------+---------------------------------------------+
| HgCapital Funds | HgCapital 6 A L.P., HgCapital 6 B L.P., |
| | HgCapital 6 C L.P., HgCapital 6 D L.P., |
| | HgCapital 6 E L.P., HgCapital 6 Executive |
| | Co-Invest, L.P. and HGT 6, L.P., each |
| | managed or advised by HgCapital; |
+------------------------------------+---------------------------------------------+
| Increased Offer | the proposed offer of 485 pence in cash per |
| | Goldshield Share to be made by Bidco to |
| | acquire all of the Goldshield Shares by way |
| | of the Scheme, together with the SPVCo |
| | Partial Alternative, subject to the terms |
| | and conditions to be set out in the Scheme |
| | Document including, where the context |
| | requires, any subsequent revision, |
| | variation, extension or renewal of such |
| | offer or, should it so elect, with the |
| | consent of the Panel, by means of a |
| | takeover offer; |
+------------------------------------+---------------------------------------------+
| Independent Goldshield Directors | the committee of directors who are |
| | independent in relation to the Offer, |
| | comprising Keith Hellawell, Nick Woollacott |
| | and Paul Edwards; |
+------------------------------------+---------------------------------------------+
| Institutional Ordinary Shares | the class A1, B1, C1, D1, E1, F1, G1, H1 |
| | and I1 ordinary shares of GBP0.01 each in |
| | Midas EquityCo having the rights set out in |
| | Appendix 1 of this announcement; |
+------------------------------------+---------------------------------------------+
| Investment Agreement | the agreement dated 25 September 2009 |
| | entered into between HgCapital Funds, the |
| | Management Team, Midas EquityCo, Debtco, |
| | Subholdingsco, Guaranteeco, Midco and Bidco |
| | relating to Midas EquityCo; |
+------------------------------------+---------------------------------------------+
| LSE or London Stock Exchange | London Stock Exchange plc, a public company |
| | incorporated in England and Wales under |
| | number 2075721; |
+------------------------------------+---------------------------------------------+
| Management Incentivisation | the arrangements between the Bidco Group |
| Arrangements | and the Management Team referred to in |
| | paragraph 4 of the Announcement; |
+------------------------------------+---------------------------------------------+
| Management Ordinary Shares | the Class A2, B2, C2, D2, E2, F2, G2, H2 |
| | and I2 ordinary shares in Midas EquityCo |
| | having the rights set out in Appendix 1 of |
| | this announcement; |
+------------------------------------+---------------------------------------------+
| Management Team | Ajay Patel, Kirti Patel, Rakesh Patel and |
| | Ram Swamy; |
+------------------------------------+---------------------------------------------+
| Midas EquityCo | Midas Equityco S.à.r.l., a société à |
| | responsibilité limitée incorporated in |
| | Luxembourg under number B148361, being the |
| | indirect parent company of Bidco; |
+------------------------------------+---------------------------------------------+
| Midas EquityCo Ordinary Shares | the Institutional Ordinary Shares and the |
| | Management Ordinary Shares in Midas |
| | EquityCo having the rights set out in |
| | Appendix 1 of this announcement; |
+------------------------------------+---------------------------------------------+
| Midas EquityCo PECs | the Series A PECs and the Series B PECs; |
+------------------------------------+---------------------------------------------+
| Midas EquityCo Securities | the Midas EquityCo Ordinary Shares, the |
| | Ratchet Shares and the Midas EquityCo PECs |
| | issued by Midas EquityCo; |
+------------------------------------+---------------------------------------------+
| Midco | Midas Midco Limited, a private limited |
| | company incorporated in England and Wales |
| | under number 06883223; |
+------------------------------------+---------------------------------------------+
| Minority Investors | those persons validly electing to receive |
| | the SPVCo Partial Alternative; |
+------------------------------------+---------------------------------------------+
| Offer Period | the period commencing on 24 June 2009 and ending |
| | on the Scheme Effective Date; |
+-----------------------------+----------------------------------------------------+
| Ordinary Resolution | the ordinary resolution to be proposed at |
| | the General Meeting in accordance with the |
| | requirements of the Code to approve the |
| | Management Incentivisation Arrangements; |
+------------------------------------+---------------------------------------------+
| Overseas Shareholders | Shareholders who are resident in, or |
| | citizens of, a jurisdiction outside the UK; |
+------------------------------------+---------------------------------------------+
| Panel | the Panel on Takeovers and Mergers; |
+------------------------------------+---------------------------------------------+
| Plan | the Goldshield Group plc's Long Term Share |
| | Incentive Plan (2007); |
+------------------------------------+---------------------------------------------+
| PECs | preferred equity certificates; |
+------------------------------------+---------------------------------------------+
| Ratchet Shares | means the class J shares in Midas EquityCo |
| | having the rights set out in Appendix 1 of |
| | this announcement; |
+------------------------------------+---------------------------------------------+
| Restricted Jurisdiction | any jurisdiction in relation to which the |
| | extension or acceptance of the SPVCo |
| | Partial Alternative would violate the law |
| | of that jurisdiction or which Bidco |
| | decides, in its sole discretion, would be |
| | likely to involve disproportionate |
| | complexity, cost or risk, subject to the |
| | requirements of Rule 30.3 of the Code; |
+------------------------------------+---------------------------------------------+
| Restricted Overseas Shareholder | an Overseas Shareholder who is resident in, |
| | or a citizen of, a Restricted Jurisdiction; |
+------------------------------------+---------------------------------------------+
| Rowan Nominees Limited | Rowan Nominees Limited, a company |
| | incorporated in England & Wales with |
| | registered number 00712898; |
+------------------------------------+---------------------------------------------+
| Scheme | the proposed scheme of arrangement under |
| | Part 26 of the 2006 Act, the full terms of |
| | which will be set out in the Scheme |
| | Document with or subject to any |
| | modification, addition or condition which |
| | Bidco may agree, and if required, the Court |
| | may approve or impose; |
+------------------------------------+---------------------------------------------+
| Scheme Document | the document to be sent to Shareholders, |
| | containing and setting out the Scheme and |
| | the notices convening the Court Meetings |
| | and the General Meeting; |
+------------------------------------+---------------------------------------------+
| Scheme Effective Date | the date on which the Scheme becomes |
| | effective in accordance with its terms; |
+------------------------------------+---------------------------------------------+
| Series A PECs | the 12 per cent. unsecured series A |
| | preferred equity certificates to be issued |
| | by Midas EquityCo having the rights set out |
| | in Appendix 1 of this announcement; |
+------------------------------------+---------------------------------------------+
| Series B PECs | the 12 per cent. unsecured series B |
| | preferred equity certificates to be issued |
| | by Midas EquityCo having the rights set out |
| | in Appendix 1 of this announcement; |
+------------------------------------+---------------------------------------------+
| Shareholder(s) | holders of Goldshield Shares; |
+------------------------------------+---------------------------------------------+
| SPVCo | a single purpose vehicle to be incorporated |
| | in Guernsey as a private limited company |
| | for the sole purpose of holding Midas |
| | EquityCo Ordinary Shares and Midas EquityCo |
| | PECs; |
+------------------------------------+---------------------------------------------+
| SPVCo Ordinary Shares | the class A to I ordinary shares of GBP0.01 |
| | each in SPVCo; |
+------------------------------------+---------------------------------------------+
| SPVCo Partial Alternative | the alternative whereby Shareholders (other |
| | than certain Overseas Shareholders) may |
| | elect to receive SPVCo Securities instead |
| | of all or part of the cash consideration to |
| | which they would otherwise be entitled |
| | under the terms of the Increased Offer, in |
| | accordance with the terms and conditions |
| | set out in this announcement and the Scheme |
| | Document; |
+------------------------------------+---------------------------------------------+
| SPVCo PIK Notes | the 12 per cent. unsecured loan notes to be |
| | issued by SPVCo including any funding notes |
| | issued by SPVCo in lieu of any payment of |
| | interest due on the notes; |
+------------------------------------+---------------------------------------------+
| SPVCo Securities | the SPVCo Ordinary Shares and the SPVCo PIK |
| | Notes; |
+------------------------------------+---------------------------------------------+
| Subholdingsco | Midas Subholdings Limited, a private |
| | limited company incorporated in England and |
| | Wales under number 07008301; |
+------------------------------------+---------------------------------------------+
| Sweet Equity Shares | the Management Ordinary Shares designated |
| | as such as set out in paragraph 4 of |
| | Appendix 1 of this announcement; |
+------------------------------------+---------------------------------------------+
| United Kingdom or UK | the United Kingdom of Great Britain and |
| | Northern Ireland |
+------------------------------------+---------------------------------------------+
| United States or US | the United States of America, its |
| | territories and possessions, any State of |
| | the United States of America and the |
| | District of Columbia; and |
+------------------------------------+---------------------------------------------+
| US Securities Act | the United States Securities Act of 1933, |
| | as amended, and the rules and regulations |
| | promulgated thereunder. |
+-----------------------------+------+---------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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