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
Hidefield Gold plc ("Hidefield" or the "Company")
Result of Court Meeting and General Meeting
26 November 2009
The Independent Directors of Hidefield refer shareholders to the
announcement made by Minera IRL ("Minera") on 20 October 2009 about
the recommended proposal ("Proposal") for the acquisition of
Hidefield by Minera to be implemented by means of a scheme of
arrangement pursuant to Part 26 of the Companies Act 2006 between
Hidefield and its Shareholders (the "Scheme"), and the Scheme
circular published on 3 November 2009 containing, inter alia, the
terms of the Scheme, an Explanatory Statement (pursuant to Section
897 of the Companies Act 2006), notices of the required meetings, a
timetable of principal events, and details of the action to be taken
by Hidefield Shareholders (the "Scheme Document").
Court Meeting and General Meeting
The Independent Directors of Hidefield are pleased to announce that
at today's meeting of Hidefield Shareholders convened by the Court,
the required majority of Hidefield Shareholders approved the Scheme
without modification. At the subsequent General Meeting, also held
today, Hidefield Shareholders passed the proposed Special
Resolutions, as set out in the notice of General Meeting dated 3
November 2009.
The number of votes for and against the Scheme at the Court Meeting
were as follows:
Number of Percentage Percentage Number of Percentage
Scheme of Scheme of issued Scheme of Scheme
Shares voted Shares Scheme Shareholders Shareholders
voted Shares
For 189,601,296 99.99 46.218 59 11.32
Against 6,000 0.01 0.001 1 0.19
At the General Meeting, the Special Resolution was passed unanimously
on a show of hands.
The Scheme and the associated reduction of capital remain conditional
upon the subsequent sanction and (as the case may be) confirmation of
the Court.
Cancellation of Admission
The Company re-confirms that an application will also be made to the
London Stock Exchange for the cancellation of admission to trading on
AIM of the Hidefield Shares, conditional upon the Scheme being
sanctioned by the Court and becoming effective on the Effective
Date. It is anticipated that cancellation of admission to trading
will take effect at 8.00 a.m. on 22 December 2009.
Expected Timetable of Principal Events
The following times and dates are indicative only and will depend,
amongst other things, on the dates upon which the Court sanctions the
Scheme and confirms the Reduction of Capital, and whether the
Conditions are either satisfied or, if capable of waiver, waived.
Event Time and/or date
Last day of dealings in, and for registration of 17 December 2009
transfers of, and disablement in CREST of,
Ordinary Shares
Suspension of trading and dealings in Ordinary 4.30 p.m. on 17
Shares December 2009
Reduction Record Time 6.00 p.m. on 17
December 2009
Court Hearing to sanction the Scheme and to 18 December 2009
confirm the cancellation of the Scheme Shares
Scheme Record Time 6.00 p.m. on 18
December 2009
Filing of Court order (Effective Date) 21 December 2009
Cancellation of admission of Ordinary Shares to 8.00 a.m. on 22
trading on AIM December 2009
Dealings in New Minera Shares commence on AIM 8.00 a.m. on 22
December 2009
Dealings in New Minera Shares commence on Lima 8.00 a.m. (Peruvian
Stock Exchange time)
on 22 December 2009
Expected credit of New Minera Shares in CREST to 8.00 a.m. on 22
previously Uncertificated Shareholders December 2009
Latest date for dispatch of certificates in 5 January 2010
respect of New Minera Shares to previously
Certificated Shareholders
Any capitalised term used but not defined in this announcement is as
defined in the Scheme Document.
Change of Adviser Name
The Company also announces that with effect from 26 November 2009 its
Nominated Adviser and Broker has changed its name from Hanson
Westhouse Limited to Westhouse Securities Limited ("Westhouse").
Enquiries:
Hidefield Gold plc
Ken Judge, Chairman + 44 773 300 1002
Westhouse Securities Limited (Nomad and Broker)
Tim Feather / Matthew Johnson + 44 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.
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 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.
A copy of this announcement will be made available on Hidefield's
website: www.hidefieldgold.com
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This announcement was originally distributed by Hugin. The issuer is
solely responsible for the content of this announcement.