8 June 2009
Minerva Resources plc (AIM : MVA)
("Minerva Resources" or "the Company")
Correction: NOTICE OF WARRANTHOLDERS MEETING
Further to the announcement released on 4 June 2009, there was an
error in the date stated for the Warrantholders Meeting which is
scheduled for 22 June 2009 as opposed to 19 June 2009 as incorrectly
stated. The full text of the announcement, including the above
amendment is included below.
As announced by Dwyka Resources Limited ("Dwyka") on 1 June 2009, the
Company and Dwyka are in talks which may or may not lead to a
Possible Offer by Dwyka for the entire issued and to be issued share
capital of the Company.
As part of these discussions, and other discussions that the Board
has previously had with other third parties with a view to
re-financing the Company, it has become evident to the Board that the
Warrants, and the terms of their exercise, are an obstacle to any
Possible Offer being made on terms that would be commercially
acceptable to a bona fide third party, including Dwyka.
The purpose of this document is to provide information on, and to
seek your approval for, the suspension of the right to exercise the
Warrants, for a specified period, and the effective cancellation of
the Warrants (and the abrogation of all rights thereunder) in order
to facilitate any Possible Offer.
2. Terms of the Warrants and background to proposed suspension
Under the terms of the Deed Poll, the Warrants are exercisable at a
price of 4p per share. The middle market price of an Ordinary Share,
as at close of business on 29 January 2009 (being the last date prior
to suspension from trading on AIM of the Ordinary Shares) was 0.7p
per share ("Share Price").
As set out in Dwyka's announcement on 1 June 2009, the current
discussions with Dwyka envisage a Possible Offer which may or may not
be made, being made on the basis of an offer price of not less than
1p per Ordinary Share ("Possible Offer Price"), although it is
emphasised that no such position has been agreed as at the date
hereof and Dwyka has not made any offer to acquire the share capital
of the Company.
Due to the high exercise price of the Warrants, when compared to the
Share Price, there is no obligation for Dwyka, or any other third
party contemplating a Possible Offer, (both under and in accordance
with the Code and the terms of the Deed Poll) to make any offer for
the Warrants in conjunction with any Possible Offer that may be made.
Whilst both the Share Price and the Possible Offer Price mean that it
is highly unlikely that any Warrantholder will see any commercial
benefit in exercising their Warrants at 4p per Ordinary Share, the
Board has concluded, after its discussions with both Dwyka and other
third parties prior to Dwyka, that the remote possibility that any
potential offeror could find themselves acquiring the entire issued
share capital of the Company and having a subsidiary with 39,749,200
Warrants which could be exercised post any Possible Offer being
finalised, creates uncertainty and a commercially unacceptable
As such, the Board feels that the right to exercise the Warrants
needs to be suspended for a definite period of time and that the
Warrants need to be cancelled in order to facilitate its discussions
with Dwyka, or failing Dwyka, other third parties, in relation to any
Possible Offer being made. As such the Board is proposing the
Resolution, at the Warrantholders Meeting.
3. Warrantholders Meeting
The Warrantholders Meeting is to be held at the offices of Sprecher
Grier Halberstam LLP, 5th Floor, One America Square, Crosswall,
London EC3N 2SG at 10.00 a.m. on 22 June 2009. The Notice of
Warrantholders Meeting and a Proxy Form has been sent to
warrantholders today and will be made available on the
Company's website www.minervaresources.com.
The Directors consider that it is in the best interests of the
Company and both the Shareholders and the Warrantholders (as a whole)
that the rights under the Warrants be suspended and cancelled on the
basis of and as set out herein. The Directors unanimously recommend
that Warrantholders vote in favour of the Resolution, as they have
irrevocably undertaken to do so in respect of their own beneficial
holdings of Warrants, representing in aggregate approximately 2.5 per
cent. of the total number of Warrants in issue at the date of this
document (all of which are held by Terrance Ward).
Warrantholders should also note that the following Warrantholders,
representing, in aggregate, approximately 43.8 per cent. of the
Warrants have irrevocably undertaken to vote in favour of the
(a) Ambrian Capital PLC (as to 13,379,200 Warrants representing
approximately 33.7 per cent)
(b) SF t1ps Smaller Companies Growth Fund (as to 4,000,000
Warrants representing approximately 10.1 per cent of the total number
 Terrance Ward has an interest in 2,522,400 Ordinary Shares in the
Company (approximately 1.63 per cent) and is also interested in
1,500,000 options to subscribe for Ordinary Shares in the Company at
6.5p per share, which lapse, subject to the terms of grant, on 11
The Ordinary Shares and Warrants are held by Terrance Ward and
Christine Ward, in their capacity as trustees of the Ward
Superannuation Fund, a pension fund operated for the benefit of
Terrance Ward. Pershing Nominee Limited holds the Ordinary Shares and
Warrants as nominee on behalf of the Ward Superannuation Fund.
 Ambrian Capital PLC has an interest in 57,879,200 Ordinary shares
in the Company (approximately 37.51 per cent). Ambrian Nominees
Limited holds the Ordinary Shares and Warrants as nominee for Ambrian
 BNY Mellon Nominees Limited holds the Warrants as nominees on
behalf of SF t1ps Smaller Companies Growth Fund
Unless otherwise defined herein, terms in this announcement shall
have the same meanings as those defined in the Notice of
Warrantholders Meeting sent to Warrantholders today.
For further information please contact:
Minerva Resources plc
Tel: +44 (0)20 7629 4800
James Joyce / Sarang Shah
W. H. Ireland
Tel: +44 (0)20 72201666
Bishopsgate Communications Ltd
Tel: +44 (0)20 75623350
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