Result of Court Meeting and General Meeting
(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 AVIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION Hidefield Gold plc ("Hidefield" or the "Company") Result of Court Meeting and General Meeting26 November 2009The Independent Directors of Hidefield refer shareholders to theannouncement made by Minera IRL ("Minera") on 20 October 2009 aboutthe recommended proposal ("Proposal") for the acquisition ofHidefield by Minera to be implemented by means of a scheme ofarrangement pursuant to Part 26 of the Companies Act 2006 betweenHidefield and its Shareholders (the "Scheme"), and the Schemecircular published on 3 November 2009 containing, inter alia, theterms of the Scheme, an Explanatory Statement (pursuant to Section897 of the Companies Act 2006), notices of the required meetings, atimetable of principal events, and details of the action to be takenby Hidefield Shareholders (the "Scheme Document").Court Meeting and General MeetingThe Independent Directors of Hidefield are pleased to announce thatat today's meeting of Hidefield Shareholders convened by the Court,the required majority of Hidefield Shareholders approved the Schemewithout modification. At the subsequent General Meeting, also heldtoday, Hidefield Shareholders passed the proposed SpecialResolutions, as set out in the notice of General Meeting dated 3November 2009.The number of votes for and against the Scheme at the Court Meetingwere as follows: Number of Percentage Percentage Number of Percentage Scheme of Scheme of issued Scheme of Scheme Shares voted Shares Scheme Shareholders Shareholders voted SharesFor 189,601,296 99.99 46.218 59 11.32Against 6,000 0.01 0.001 1 0.19At the General Meeting, the Special Resolution was passed unanimouslyon a show of hands.The Scheme and the associated reduction of capital remain conditionalupon the subsequent sanction and (as the case may be) confirmation ofthe Court.Cancellation of AdmissionThe Company re-confirms that an application will also be made to theLondon Stock Exchange for the cancellation of admission to trading onAIM of the Hidefield Shares, conditional upon the Scheme beingsanctioned by the Court and becoming effective on the EffectiveDate. It is anticipated that cancellation of admission to tradingwill take effect at 8.00 a.m. on 22 December 2009.Expected Timetable of Principal EventsThe following times and dates are indicative only and will depend,amongst other things, on the dates upon which the Court sanctions theScheme and confirms the Reduction of Capital, and whether theConditions are either satisfied or, if capable of waiver, waived.Event Time and/or dateLast day of dealings in, and for registration of 17 December 2009transfers of, and disablement in CREST of,Ordinary SharesSuspension of trading and dealings in Ordinary 4.30 p.m. on 17Shares December 2009Reduction Record Time 6.00 p.m. on 17 December 2009Court Hearing to sanction the Scheme and to 18 December 2009confirm the cancellation of the Scheme SharesScheme Record Time 6.00 p.m. on 18 December 2009Filing of Court order (Effective Date) 21 December 2009Cancellation of admission of Ordinary Shares to 8.00 a.m. on 22trading on AIM December 2009Dealings in New Minera Shares commence on AIM 8.00 a.m. on 22 December 2009Dealings in New Minera Shares commence on Lima 8.00 a.m. (PeruvianStock Exchange time) on 22 December 2009Expected credit of New Minera Shares in CREST to 8.00 a.m. on 22previously Uncertificated Shareholders December 2009Latest date for dispatch of certificates in 5 January 2010respect of New Minera Shares to previouslyCertificated ShareholdersAny capitalised term used but not defined in this announcement is asdefined in the Scheme Document.Change of Adviser NameThe Company also announces that with effect from 26 November 2009 itsNominated Adviser and Broker has changed its name from HansonWesthouse Limited to Westhouse Securities Limited ("Westhouse").Enquiries:Hidefield Gold plcKen Judge, Chairman + 44 773 300 1002Westhouse Securities Limited (Nomad and Broker)Tim Feather / Matthew Johnson + 44 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. Thistransaction has not been approved or disapproved by the US Securitiesand Exchange Commission (the "Commission"), nor has the Commission orany US state securities commission passed upon the merits or fairnessof the transaction nor upon the adequacy or accuracy of theinformation contained in this document. Any representation to thecontrary is a criminal offence in the United States. Theannouncement has been prepared in accordance with English law and theCode and information disclosed may not be the same as that whichwould have been prepared in accordance with the laws of jurisdictionsoutside England.Westhouse is acting exclusively for Hidefield and no one else inconnection with the matters referred to in this announcement and willnot be responsible to any other person for providing the protectionsafforded to clients of Westhouse or providing advice in relation tothe 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. If two 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.A copy of this announcement will be made available on Hidefield'swebsite: www.hidefieldgold.com---END OF MESSAGE---This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
Datum: 26.11.2009 - 12:36 Uhr
Sprache: Deutsch
News-ID 8884
Anzahl Zeichen: 0
contact information:
Town:
London
Kategorie:
Business News
Diese Pressemitteilung wurde bisher 287 mal aufgerufen.
Die Pressemitteilung mit dem Titel:
"Result of Court Meeting and General Meeting"
steht unter der journalistisch-redaktionellen Verantwortung von
Hidefield Gold PLC (Nachricht senden)
Beachten Sie bitte die weiteren Informationen zum Haftungsauschluß (gemäß TMG - TeleMedianGesetz) und dem Datenschutz (gemäß der DSGVO).
