Offer Update
Brancote Holdings PLC
3 July 2002
3 July 2002
Not for release, publication or distribution in or into Australia or Japan
RECOMMENDED SHARE EXCHANGE OFFER BY MERIDIAN GOlD INC. FOR BRANCOTE HOLDINGS PLC
(THE 'OFFER')
Offer declared wholly unconditional
Meridian Gold Inc. ('Meridian') announces that by 3.00 p.m. (London Time) on 3
July 2002, valid acceptances of the Offer had been received in respect of
104,760,010 Brancote shares, representing approximately 90.34 per cent of
Brancote's issued share capital. Accordingly, all of the conditions relating to
the Offer have been satisfied or waived and Meridian declares the Offer
unconditional in all respects. The Offer will remain open until further notice.
As Meridian has received valid acceptances in respect of approximately 90.34 per
cent of Brancote's issued share capital, Meridian intends to implement the
procedure under section 429 of the Companies Act 1985 to acquire compulsorily
all of the outstanding Brancote shares. A letter, together with a statutory
notice pursuant to section 429, will be posted shortly to Brancote shareholders
who have not yet accepted the Offer.
Meridian will procure that Brancote applies for the cancellation of the listing
and the trading of Brancote shares on the Alternative Investment Market of the
London Stock Exchange ('AIM') shortly. It is expected that the cancellation of
the listing and the trading of Brancote shares on AIM will take effect no later
than 20 business days after the application is made. In addition, Brancote will
be re-registered as a private company in due course.
Of acceptances received, 17,119,411 Brancote shares or approximately 18 per cent
of the acceptances have been received from the directors of Brancote and
Consolidated Press International Limited, Brancote's largest shareholder, who
each gave irrevocable undertakings to Meridian to accept the Offer.
Jones Heward Investment Counsel, as discretionary fund manager of the BMO
Precious Metal Fund, being a person deemed acting in concert with Meridian for
the purposes of the Offer, held 400,000 Brancote shares prior to the offer
period, representing 0.0034 per cent of Brancote's issued share capital. These
shares are included in the level of acceptances stated above.
Save as set out above, neither Meridian nor any person acting in concert with
Meridian held any Brancote shares (or rights over such shares) on 7 March 2002,
the last dealing day prior to the commencement of the offer period, nor has any
such person acquired or agreed to acquire any such shares (or rights over such
shares) during the offer period which commenced on 8 March 2002.
Meridian has filed a registration statement on Form F-4 with the SEC that
includes the offer document/prospectus relating to the exchange offer. Brancote
shareholders are urged to read the offer document/prospectus before they make
any decision with respect to the exchange offer. Brancote shareholders and
Meridian shareholders may obtain a free copy of the offer document/prospectus
and other documents filed by Meridian with the SEC at the SEC's website at
www.sec.gov. The offer document/prospectus and other documents may also be
obtained for free upon written or oral request from Meridian, 9670 Gateway
Drive, Suite 200, Reno, Nevada 89511-8953 USA, attention Heather Fatzer,
telephone +1 775 850 3777.
PRESS ENQUIRIES
Meridian Tel: +1 775 850 3730
Wayne Hubert
Standard Bank London Limited Tel: +44 20 7815 4311
Andrew King
BMO Nesbitt Burns Inc. Tel: +1 416 359 6196
Egizio Bianchini
The Offer is not being made, directly or indirectly, in or into Australia or
Japan, or by the use of, the mails of or by any means or instrumentality
(including, without limitation, telephonicallyor electronically) of interstate
or foreign commerce of, or of any facility of a national securities exchange of,
Australia or Japan. Accordingly, copies of this announcement are not being, and
must not be, mailed or otherwise distributed or sent in or into Australia or
Japan.
Standard Bank, which is regulated in the UK by the Financial Services Authority,
is acting for Meridian and no one else in connection with the Offer and will not
be responsible to anyone other than Meridian for providing the protections
afforded to clients of Standard Bank nor for providing advice in relation to the
Offer.
END.
This information is provided by RNS
The company news service from the London Stock Exchange