Dwyka Resources announces the second closing of the offer and extension of offer for Minerva Resources Plc

Dwyka Resources announces the second closing of the offer and extension of offer for Minerva Resources Plc

Summary

  • The Board of Dwyka announces that valid acceptances have been received in respect of 135,348,571 Minerva Shares, representing approximately 87.72 per cent. of the existing issued ordinary share capital of Minerva.
  • The Offer was declared wholly unconditional by Dwyka on 15 July 2009.
  • The Offer will be extended until 1.00p.m. (London time) on 11 August 2009.

Introduction
On 23 June 2009 the boards of Dwyka Resources and Minerva Resources announced the terms of the recommended all share offer for Minerva by Dwyka.

Dwyka declared the offer wholly unconditional on 15 July 2009 and, subsequently, Dwyka procured the cancellation on 23 July 2009 of Minerva's admission to trading on AIM.

Second Closing and Level of Acceptances
The Board of Dwyka announces that as of 1.00 p.m. (London time) on 28 July 2009, the second closing date of the Offer, valid acceptances had been received in respect of 135,348,571 Minerva Shares, representing approximately 87.72 per cent. of the existing issued ordinary share capital of Minerva.

Offer Extension and Acceptance Procedure
The Offer will remain open for acceptance until 1.00p.m. (London time) on 11 August 2009.

The Minerva Shareholders who wish to accept the Offer, and who have not yet done so, should complete their Form of Acceptance in accordance with the instructions printed thereon and return it as soon as possible and, in any event by no later than 1.00pm on 11 August 2009 by post to Computershare, Corporate Actions Projects, Bristol, BS99 6AH or by hand (during normal business hours only), together with any share certificate(s) and/or document(s) of title, to Computershare, The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Minerva Shareholders who hold their shares in uncertificated form should ensure that an electronic acceptance is made through CREST as set out in the Offer Document.

Irrevocable undertakings
Dwyka had received irrevocable undertakings to accept the Offer from the Independent Minerva Directors and their Connected Persons in respect of their entire holding of 3,622,400 Minerva Shares, representing approximately 2.34 per cent. of Minerva's existing issued ordinary share capital. In addition, Dwyka had received irrevocable undertakings to accept the Offer from certain other Minerva Shareholders in respect of an aggregate of 73,356,800 Minerva Shares representing approximately 47.54 per cent. of the existing issued ordinary share capital of Minerva. In total, Dwyka therefore has received irrevocable undertakings to accept the Offer in respect of a total of 76,979,200 Minerva Shares, representing approximately 49.89 per cent. of the existing issued ordinary share capital of Minerva.
Dwyka has received valid acceptances in respect of all of the above irrevocable undertakings and these acceptances are included in the total of valid acceptances referred to above.


Disclosure of Interests in Minerva
Save as disclosed in this announcement or in the Offer Document, neither Dwyka nor, so far as the Dwyka Directors are aware, any person acting in concert with it, has any interest in or right to subscribe for Minerva Shares or has any short position (including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to take delivery) in Minerva Shares, has borrowed or lent any Minerva Shares (save for any borrowed shares which have been either on-lent or sold) or has any arrangement in relation to Minerva Shares.

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