GSD Goldshield Grp

 

TIDMGSD 
 
RNS Number : 2629B 
Midas Bidco Limited 
22 October 2009 
 

?NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
22 October 2009 
Midas Bidco Limited ("Bidco") 
Timing of despatch of scheme document to shareholders of Goldshield Group plc 
("Goldshield") 
On 25 September 2009, Bidco announced the terms of a cash acquisition of 
Goldshield pursuant to Rule 2.5 of the Code. The Code requires that a scheme 
document should normally be sent to Goldshield Shareholders within 28 days of 
the date of that announcement (i.e. by tomorrow). 
The Panel has, however, suspended for the time being the timetable for sending a 
scheme document to Goldshield Shareholders in connection with the Offer. The 
Independent Directors of Goldshield have been consulted by the Panel in 
implementing this suspension.  A further announcement in relation to the timing 
for despatch of the scheme document will be made in due course. 
Terms used but not defined in this announcement shall have the meanings given to 
them in the announcement dated 25 September 2009 in relation to the Offer. A 
copy of this announcement will be published on www.midasbidco.com. 
 
 
+--------------------------------------------------+-------------------------+ 
| Enquiries:                                       |                         | 
+--------------------------------------------------+-------------------------+ 
| Bidco                                            |                         | 
+--------------------------------------------------+-------------------------+ 
| Lindsay Dibden                                   | Tel: 020 7089 7888      | 
| Philipp Schwalber                                | Tel: 020 7089 7888      | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Ernst & Young LLP (Financial Adviser to Bidco)   |                         | 
+--------------------------------------------------+-------------------------+ 
| Tim Medak                                        | Tel: 020 7951 2000      | 
| Ken Williamson                                   | Tel: 020 7951 2000      | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Altium Capital Limited (Broker to Bidco)         |                         | 
+--------------------------------------------------+-------------------------+ 
| Stephen Georgiadis                               | Tel: 020 7484 4040      | 
| Tim Richardson                                   | Tel: 020 7484 4040      | 
|                                                  |                         | 
+--------------------------------------------------+-------------------------+ 
| Media Enquiries:                                 |                         | 
+--------------------------------------------------+-------------------------+ 
| Maitland                                         |                         | 
+--------------------------------------------------+-------------------------+ 
| Neil Bennett                                     | Tel: 020 7379 5151      | 
+--------------------------------------------------+-------------------------+ 
 
 
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 the Offer and will not be responsible to 
anyone other than Bidco and HgCapital for providing the protections afforded to 
the clients of Ernst & Young LLP, or for giving advice in connection with the 
Offer, the contents of this announcement, or the Forms of Proxy or any matter 
referred to herein. 
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 the Offer and will not be 
responsible to anyone other than Bidco and HgCapital for providing the 
protections afforded to the clients of Altium Capital Limited, or for giving 
advice in connection with the Offer, the contents of this announcement, or the 
Forms of Proxy or any matter referred to herein. 
 
 
Dealing Disclosure Requirements 
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, 
"interested" (directly or indirectly) in 1 per cent. 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 p.m. (London time) on the Business Day following the date of the 
relevant transaction. This requirement will continue until the date on which the 
Scheme becomes effective or becomes, or is declared, unconditional as to 
acceptances, or lapses 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 Goldshield, or by any of their respective 
"associates", must be disclosed by no later than 12.00 noon (London time) on the 
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 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, please contact an independent financial 
adviser authorised under the Financial Services and Markets Act 2000 or consult 
the Panel's website at www.thetakeoverpanel.org.uk or contact the Panel on 
telephone number +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013. 
In accordance with normal UK market practice, Bidco or its nominees or brokers 
(acting as agents) may from time to time make certain purchases of, or 
arrangements to purchase, Goldshield Shares outside the United States, other 
than pursuant to the Scheme, prior to the Scheme Effective Date. These purchases 
may occur either in the open market at prevailing prices or in private 
transactions at negotiated prices. Any information about such purchases will be 
disclosed as required in the UK. 
A copy of this announcement will be available on Bidco's website: 
www.midasbidco.com 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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