NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
RECOMMENDED ALL SHARE OFFER
for
Hidefield Gold plc ("Hidefield")
by
Minera IRL Limited ("Minera")
to be effected by means of a Scheme of Arrangement under Part 26 of
the Companies Act 2006
Posting of Scheme Document
Further to the announcement on 20 October 2009 by Minera regarding a
recommended all share offer to be made for the entire issued and to
be issued share capital of Hidefield, Hidefield announces that it has
today posted the circular to all Hidefield shareholders (the "Scheme
Document") containing, amongst other things (i) the terms of the
Court-sanctioned scheme of arrangement under Part 26 of the Companies
Act 2006 (the "Act") by which the acquisition of Hidefield is
expected to be effected (the "Scheme"); and (ii) an explanatory
statement relating to the Scheme pursuant to Part 26 of the Act.
The Court Meeting and the General Meeting to approve the Scheme are
scheduled to be held on 26 November 2009. Both meetings will be held
at the offices of Sprecher Grier Halberstam LLP, 5th Floor, One
America Square, Crosswall, London EC3N 2SG. The Court Meeting is
convened for 10.00 a.m. and the General Meeting will commence at
10.15 a.m. (or as soon thereafter as the Court Meeting has concluded
or been adjourned). Subject to, amongst other things, approval at
the relevant meetings, the Scheme is expected to become effective on
or around 21 December 2009.
The Scheme Document will be available shortly on Hidefield's website:
www.hidefieldgold.com.
Capitalised terms used but not defined in this announcement have the
same meanings as given to them in the Scheme Document.
Enquiries:
Hidefield
Ken Judge (Chairman)
Tel: +44 (0) 7733 001 002
Hanson Westhouse, Financial Adviser, Nominated Adviser & Broker to
Hidefield
Tim Feather or Matthew Johnson
Tel: +44 (0)20 7601 6100
The securities mentioned herein have not been, and will not be,
registered under the United States Securities Act of 1933, as amended
(the "Securities Act"). The securities may not be offered or sold in
the United States except pursuant to an exemption from the
registration requirements of the Securities Act. There will be no
public offer of securities in the United States.
It is expected that the New Minera Shares will be issued in reliance
upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(10) thereof. This transaction
has not been approved or disapproved by the US Securities and
Exchange Commission (the "Commission"), nor has the Commission or any
US state securities commission passed upon the merits or fairness of
the transaction nor upon the adequacy or accuracy of the information
contained in this document. Any representation to the contrary is a
criminal offence in the United States. 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.
Hanson Westhouse is acting exclusively for Hidefield and no one else
in connection with the matters referred to in this announcement and
will not be responsible to any other person for providing the
protections afforded to clients of Hanson Westhouse or providing
advice in relation to the matters referred to in this announcement.
Dealing disclosure requirements
Under the provisions of Rule 8.3 of the UK Takeover Code, if any
person is, or becomes, "interested" (directly or indirectly) in 1 per
cent. or more of any class of "relevant securities" of Minera or of
Hidefield, 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 p.m. (GMT) 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 Minera or Hidefield, 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 UK Takeover Code, all
"dealings" in "relevant securities" of Minera or of Hidefield by
Minera or Hidefield or by any of their respective "associates", must
be disclosed by no later than 12.00 noon (GMT) 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 UK Takeover 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.
Forward looking statements
This announcement contains certain "forward-looking statements" with
respect to the parties' objectives and future performance, including
statements relating to expected benefits associated with the
transaction contemplated herein. Forward-looking statements are
sometimes, but not always, identified by their use of a date in the
future or such words as "anticipates", "aims", "due", "could", "may",
"should", "will", "expects / expected", "believes", "intends",
"plans", "targets", "goal" or "estimates".
By their nature, forward-looking statements are inherently
predictive, speculative and involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the
future.
There are a number of factors that could cause actual results and
developments to differ materially from those expressed or implied by
these forward-looking statements. These factors include, but are not
limited to: regulatory approvals required for the consummation of the
transaction that may require acceptance of conditions with potential
adverse impacts; risk involving the parties' ability to realise
expected benefits associated with the transaction; and macroeconomic
conditions generally affecting the Argentina and Peru mining
industry.
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This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.