GSD Goldshield Grp

 

TIDMGSD 
 
RNS Number : 3900B 
Goldshield Group plc 
26 October 2009 
 

26 October 2009 
Response to increased cash offer proposal for Goldshield Group plc from Midas 
Bidco Limited 
The Independent Directors of Goldshield Group plc ('Goldshield' or the 
'Company') note the announcement yesterday by Midas Bidco Limited ('Midas') of 
its increased cash offer of 485p per Goldshield share. 
This offer is at a higher price than the offer proposal of 460p per Goldshield 
share announced by Midas on 25 September 2009 and the current offer proposal of 
480p per Goldshield share announced by AIT on 2 October 2009, both of which it 
was proposed should be effected by way of a scheme of arrangement. The 
Independent Directors note that Midas and the Management Team are now 
unconditionally committed to vote against any offer proposal from AIT to be 
implemented by way of a scheme of arrangement in all circumstances. Accordingly, 
the Independent Directors consider that AIT is not now capable of implementing 
its offer proposal of 2 October 2009 (or any offer proposal to be implemented by 
way of a scheme of arrangement). 
In respect of the position of the trustee of the Goldshield Employee Benefit 
Trust, the Independent Directors have been informed by the trustee that it 
cannot vote the Goldshield Shares held by it in any scheme of arrangement and 
that its current intention is that it will not accept any offer from Midas or 
AIT until such offer becomes unconditional as to acceptances. 
Shareholders are aware that, when the Independent Directors recommended AIT's 
first offer proposal at 440p per Goldshield Share on 18 September 2009, they 
entered into an agreement with AIT under which they are not permitted to 
recommend an offer proposal from a party other than AIT for a period of five 
business days from the date of announcement of any such offer proposal. 
Accordingly, the Independent Directors are not currently permitted to recommend 
the offer proposal from Midas of 485p in cash per Goldshield share announced 
yesterday, but they intend to make a further announcement in due course. 
 
 
Further information: 
 
 
Gleacher Shacklock LLP 
Kieran Murphy 
Angus Russell 
Tel: 020 7484 1150 
 
 
Numis Securities Ltd 
Michael Meade 
Oliver Cardigan 
Tel: 020 7260 1000 
 
 
Brunswick Group LLP 
Michael Harrison 
Justine McIlroy 
Tel: 020 7404 5959 
 
 
 
 
Dealing Disclosure Requirements 
 
 
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any 
person is, or becomes, "interested" (directly or indirectly) in 1% or more of 
any class of "relevant securities" of the Company all "dealings" in any 
"relevant securities" of the 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 Company by Midas or AIT or any other potential offeror or the 
Company, or by any of their respective "associates", must be disclosed by no 
later than 12.00 noon (London time) on the London business day following the 
date of the relevant transaction. 
 
 
A disclosure table, giving details of the companies in whose "relevant 
securities" "dealings" should be disclosed, and the number of such securities in 
issue, can be found on the Takeover Panel's website at 
www.thetakeoverpanel.org.uk. 
 
 
"Interests in securities" arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an "interest" by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
Terms in quotation marks are defined in the Code, which can also be found on the 
Panel's website. If you are in any doubt as to whether or not you are required 
to disclose a "dealing" under Rule 8, you should consult the Panel. 
 
 
Gleacher Shacklock, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting exclusively for the Company and no 
one else in connection with any offer and will not be responsible to anyone 
other than Company for providing the protections afforded to clients of Gleacher 
Shacklock or for providing advice in relation to any offer or for the contents 
of this announcement. 
 
 
Numis Securities, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for the Company and no one 
else in connection with any offer and will not be responsible to anyone other 
than Company for providing the protections afforded to clients of Numis 
Securities or for providing advice in relation to any offer or for the contents 
of this announcement. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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