OFFER UPDATE
12 8월 2009 - 3:04PM
UK Regulatory
TIDMDWY
RNS Number : 2975X
Dwyka Resources Limited
12 August 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR
FROM A RESTRICTED JURISDICTION OR WHERE IT WOULD CONSTITUTE A VIOLATION OF THE
RELEVENT LAWS OF SUCH JURISDICTION
RECOMMENDED ALL SHARE OFFER
by
DWYKA RESOURCES LIMITED
for
MINERVA RESOURCES PLC
THIRD CLOSING OF THE OFFER
AND
COMPULSORY ACQUISITION OF SHARES
Summary
* The Board of Dwyka announces that valid acceptances have been received in
respect of 140,432,126 Minerva Shares, representing approximately 91.01% of the
existing issued ordinary share capital of Minerva.
* The Offer was declared wholly unconditional by Dwyka on 15 July 2009.
* Dwyka will exercise its rights to compulsorily acquire the remaining Minerva
Shares in issue.
* The Offer is now closed.
Introduction
On 23 June 2009 the boards of Dwyka and Minerva announced the terms of the
recommended all share offer for Minerva by Dwyka.
Dwyka declared the offer wholly unconditional on 15 July 2009 and, subsequently,
Dwyka procured the cancellation on 23 July 2009 of Minerva's admission to
trading on AIM.
Third Closing and Level of Acceptances
The Board of Dwyka announces that as of 1.00 p.m. (London time) on 11 August
2009, the third closing date of the Offer, valid acceptances had been received
in respect of 140,432,126 Minerva Shares, representing approximately 91.01% of
the existing issued ordinary share capital of Minerva and at that time the Offer
was declared closed.
Compulsory Acquisition
As anticipated in the Offer Document, as Dwyka has received valid acceptances of
the Offer in respect of more than 90 per cent. of the Minerva Shares to which
the Offer related, Dwyka will exercise its rights to acquire compulsorily the
Minerva Shares for which it has not received valid acceptances of the Offer or
otherwise acquired or agreed to acquire, pursuant to Chapter 3 of the 2006 Act.
Dwyka will shortly send notices to non assenting Minerva Shareholders.
Irrevocable undertakings
Dwyka had received irrevocable undertakings to accept the Offer in respect of a
total of 76,979,200 Minerva Shares, representing approximately 49.89% of the
existing issued ordinary share capital of Minerva. Dwyka has received valid
acceptances in respect of all of these irrevocable undertakings and these
acceptances are included in the total of valid acceptances referred to above.
Disclosure of Interests in Minerva
Save as disclosed in this announcement or in the Offer Document, neither Dwyka
nor, so far as the Dwyka Directors are aware, any person acting in concert with
it, has any interest in or right to subscribe for Minerva Shares or has any
short position (including any short positions under a derivative, any agreement
to sell or any delivery obligation or right to require another person to take
delivery) in Minerva Shares, has borrowed or lent any Minerva Shares (save for
any borrowed shares which have been either on-lent or sold) or has any
arrangement in relation to Minerva Shares.
General
Terms used in this announcement shall have the same meanings given to them in
the Offer Document.
This announcement, the Offer Document and all other documents, announcements or
information published in relation to the Offer will be available on the website
of Dwyka (www.dwyresources.com).
Enquiries
+-------------------------------------------------+--------------------------+
| Dwyka Resources Limited | Tel: +44 (0)78 2555 |
| | 1397 |
+-------------------------------------------------+--------------------------+
| Melissa Sturgess, CEO and Chairman | melissa@dwyresources.com |
+-------------------------------------------------+--------------------------+
| | |
+-------------------------------------------------+--------------------------+
| Ambrian Partners Limited (financial adviser to | Tel: +44 (0)20 7634 |
| Dwyka) | 4700 |
+-------------------------------------------------+--------------------------+
| Richard Brown | |
+-------------------------------------------------+--------------------------+
| Samantha Harrison | |
+-------------------------------------------------+--------------------------+
| | |
+-------------------------------------------------+--------------------------+
| Conduit (PR advisers to Dwyka) | Tel: +44 (0)20 7429 |
| | 6604 |
+-------------------------------------------------+--------------------------+
| Charlie Geller | |
+-------------------------------------------------+--------------------------+
| Leesa Peters | |
+-------------------------------------------------+--------------------------+
IMPORTANT INFORMATION
The Dwyka Directors accept responsibility for all information contained in this
announcement. To the best of the knowledge and belief of 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 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 Acquisition and will not be responsible to
anyone other than the Company for providing the protections afforded to
customers of Ambrian or for advising any other person in connection with the
Acquisition. Ambrian 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 the Company, or on its behalf, in connection with the
Company or any or the other arrangements the subject matter of this
announcement.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be 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 (or other) laws of any such
jurisdiction. The foregoing 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.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise. The Offer is made solely by
means of the Offer Document, the advertisement published in the London Gazette
and the Form of Acceptance (in respect of certificated Minerva Shares), which
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted. Any acceptance or other response to the Offer should be
made only on the basis of the information in the Offer Document and the Form of
Acceptance (in the case of certificated Minerva Shares). This announcement does
not constitute a prospectus or prospectus equivalent document.
Unless otherwise determined by Dwyka and permitted by applicable law and
regulation, the Offer will not (and is not being) made, directly or indirectly,
in or into, or by the use of the mails or by any means or instrumentality
(including, without limitation, telephonically or electronically) of interstate
or foreign commerce, or any facility of a national securities exchange, of a
Restricted Jurisdiction (including the United States, Canada, Singapore, the
Republic of South Africa or Japan) and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or from within a
Restricted Jurisdiction. Accordingly, copies of this announcement are not being,
and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from a Restricted Jurisdiction and persons
receiving this announcement (including, without limitation, custodians, nominees
and trustees) must not mail or otherwise forward, distribute or send it in or
into or from a Restricted Jurisdiction. Doing so may render invalid any
purported acceptance of the Offer. The availability of the Offer to persons who
are not resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
The New Dwyka Shares will not be registered under the United States Securities
Act of 1933 (as amended) or under the securities laws of any state of the United
States or qualify for distribution under any of the relevant securities laws of
Japan, nor has any prospectus in relation to the New Dwyka Shares been lodged
with or registered by the Australian Securities and Investments Commission or
the Japanese Ministry of Finance. Overseas Shareholders and any person
(including, without limitation, custodians, nominees and trustees) who has a
contractual or other legal obligation to forward this announcement to a
jurisdiction outside the UK should seek appropriate advice before taking any
action.
Application will be made to the London Stock Exchange and the Australian Stock
Exchange for the New Dwyka Shares to be admitted to trading on AIM and the ASX
respectively.
New Dwyka Shares are not being offered to the public by means of this
announcement.
If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.
Copies of this announcement can be found at Dwyka's website at
www.dwyresources.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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