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Goldshield Grp PLC (GSD)

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Friday 27 November, 2009

Goldshield Grp PLC

Result of Court Meeting and G

RNS Number : 2138D
Goldshield Group plc
27 November 2009
 



27 November 2009

Goldshield Group plc


("Goldshield" or the "Company")


Result of Court Meeting and General Meeting


Goldshield (LON: GSD), announces that at the meeting convened by the High Court and held earlier today (the "Court Meeting"), and at the subsequent general meeting (the "General Meeting") to approve the scheme of arrangement (the "Scheme") set out in the circular dated 4 November 2009 (the "Scheme Document") implementing the acquisition of the Company by Midas Bidco Limited ("Bidco"), all of the resolutions received the necessary majorities and were accordingly approved.  


Voting results

The voting results in relation to the Court Meeting and the General Meeting are summarised below: 


COURT MEETING

The resolution to approve the Scheme was duly passed and the results of the shareholder vote were as follows:

Number of Independent Scheme Shareholders (as defined in the Scheme Document) (and percentage of the total number of Independent Scheme Shareholders who voted): FOR: 145 (99.81%) AGAINST: 2 (0.19%).


GENERAL MEETING

The special resolution to give effect to the Scheme was passed.  The number of shares in respect of which proxy appointments have been validly made was 10,660,831. The number of votes cast in favour was 10,532,343 representing 99.42% of the shares held Goldshield Shareholders (as defined in the Scheme Document). 


The ordinary resolution to approve the Management Incentive Arrangements (as defined in the Scheme Document) was passed. The number of shares in respect of which proxy appointments have been validly made was 10,600,215. The number of votes cast in favour was 10,272,030 representing 99.07% of the shares held by Independent Goldshield Shareholders (as defined in the Scheme Document).


Completion of the Offer remains subject to the satisfaction or, if appropriate, waiver of the conditions to the Offer as set out in the Scheme Document, including, amongst other things, the sanction of the Scheme by the High Court. 


The Effective Date of the Scheme is expected to be 21 December 2009.


- Ends -


Enquiries:


Gleacher Shacklock LLP (Financial adviser to Goldshield)

Kieran Murphy

Angus Russell

Tel: 020 7484 1120


Numis Securities Ltd (Financial adviser to Goldshield)

Michael Meade

Oliver Cardigan

Tel: 020 7260 1000


Ernst & Young (Financial Adviser to Bidco)

Tim Medak

Ken Williamson

Tel: 020 7951 2000


Altium Capital Limited (Broker to Bidco)

Stephen Georgiadis

Tim Richardson

Tel: 0207 484 4040


Brunswick Group LLP (Public relations to Goldshield)

Michael Harrison

Justine McIlroy

Tel: 020 7404 5959


Maitland (Public relations to Bidco)

Neil Bennett

Tel: 020 7379 5151


The Goldshield Directors accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the Goldshield Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

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 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 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 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 any other potential offeror or Goldshield, 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:

http://www.thetakeoverpanel.org.uk/new/

"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.

A copy of this announcement will be available on Goldshield's website: www.goldshieldplc.com


Gleacher Shacklock, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Goldshield 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 Goldshield 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.


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 any offer and will not be responsible to anyone other than Bidco and HgCapital for providing the protections afforded to clients of Ernst & Young LLP or for providing advice in relation to any offer or for the contents of this announcement.


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 any offer and will not be responsible to anyone other than Bidco and HgCapital for providing the protections afforded to clients of Altium Capital Limited 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
 
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