Posting of Scheme Document
(Thomson Reuters ONE) - 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 2006Posting of Scheme DocumentFurther to the announcement on 20 October 2009 by Minera regarding arecommended all share offer to be made for the entire issued and tobe issued share capital of Hidefield, Hidefield announces that it hastoday posted the circular to all Hidefield shareholders (the "SchemeDocument") containing, amongst other things (i) the terms of theCourt-sanctioned scheme of arrangement under Part 26 of the CompaniesAct 2006 (the "Act") by which the acquisition of Hidefield isexpected to be effected (the "Scheme"); and (ii) an explanatorystatement relating to the Scheme pursuant to Part 26 of the Act.The Court Meeting and the General Meeting to approve the Scheme arescheduled to be held on 26 November 2009. Both meetings will be heldat the offices of Sprecher Grier Halberstam LLP, 5th Floor, OneAmerica Square, Crosswall, London EC3N 2SG. The Court Meeting isconvened for 10.00 a.m. and the General Meeting will commence at10.15 a.m. (or as soon thereafter as the Court Meeting has concludedor been adjourned). Subject to, amongst other things, approval atthe relevant meetings, the Scheme is expected to become effective onor 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 thesame meanings as given to them in the Scheme Document.Enquiries:HidefieldKen Judge (Chairman)Tel: +44 (0) 7733 001 002Hanson Westhouse, Financial Adviser, Nominated Adviser & Broker toHidefieldTim Feather or Matthew JohnsonTel: +44 (0)20 7601 6100The 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 inthe United States except pursuant to an exemption from theregistration requirements of the Securities Act. There will be nopublic offer of securities in the United States.It is expected that the New Minera Shares will be issued in relianceupon the exemption from the registration requirements of theSecurities Act provided by Section 3(a)(10) thereof. This transactionhas not been approved or disapproved by the US Securities andExchange Commission (the "Commission"), nor has the Commission or anyUS state securities commission passed upon the merits or fairness ofthe transaction nor upon the adequacy or accuracy of the informationcontained in this document. Any representation to the contrary is acriminal offence in the United States. The announcement has beenprepared in accordance with English law and the Code and informationdisclosed may not be the same as that which would have been preparedin accordance with the laws of jurisdictions outside England.Hanson Westhouse is acting exclusively for Hidefield and no one elsein connection with the matters referred to in this announcement andwill not be responsible to any other person for providing theprotections afforded to clients of Hanson Westhouse or providingadvice in relation to the matters referred to in this announcement.Dealing disclosure requirementsUnder the provisions of Rule 8.3 of the UK Takeover Code, if anyperson is, or becomes, "interested" (directly or indirectly) in 1 percent. or more of any class of "relevant securities" of Minera or ofHidefield, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must bepublicly disclosed by no later than 3.30 p.m. (GMT) on the Londonbusiness day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes,or is declared, unconditional as to acceptances, lapses or isotherwise withdrawn or on which the "offer period" otherwise ends. Iftwo or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest"in "relevant securities" of Minera or Hidefield, they will be deemedto 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 byMinera or Hidefield or by any of their respective "associates", mustbe disclosed by no later than 12.00 noon (GMT) on the London businessday 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 numberof such securities in issue, can be found on the Takeover Panel'swebsite at www.thetakeoverpanel.org.uk."Interests in securities" arise, in summary, when a person has longeconomic exposure, whether conditional or absolute, to changes in theprice of securities. In particular, a person will be treated ashaving an "interest" by virtue of the ownership or control ofsecurities, or by virtue of any option in respect of, or derivativereferenced to, securities.Terms in quotation marks are defined in the UK Takeover Code, whichcan also be found on the Panel's website. If you are in any doubt asto whether or not you are required to disclose a "dealing" under Rule8, you should consult the Panel.Forward looking statementsThis announcement contains certain "forward-looking statements" withrespect to the parties' objectives and future performance, includingstatements relating to expected benefits associated with thetransaction contemplated herein. Forward-looking statements aresometimes, but not always, identified by their use of a date in thefuture 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 inherentlypredictive, speculative and involve risk and uncertainty because theyrelate to events and depend on circumstances that will occur in thefuture.There are a number of factors that could cause actual results anddevelopments to differ materially from those expressed or implied bythese forward-looking statements. These factors include, but are notlimited to: regulatory approvals required for the consummation of thetransaction that may require acceptance of conditions with potentialadverse impacts; risk involving the parties' ability to realiseexpected benefits associated with the transaction; and macroeconomicconditions generally affecting the Argentina and Peru miningindustry.---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 03.11.2009 - 18:03 Uhr
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