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Theta Gold Mines Ltd

Arriva PLC - Offer Update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 11 January 2008 Recommended Cash Offer by Arriva plc for the whole of the issued and to be issued ordinary share capital of Tellings Golden Miller Group plc Offer declared unconditional in all respects Background On 20 December 2007, the Boards of Arriva and Tellings Golden Miller announced the terms of a recommended cash offer to be made by Arriva to acquire the entire issued and to be issued ordinary share capital of Tellings Golden Miller at a price of 45 pence in cash for each Tellings Golden Miller Share. The Offer Document setting out the full terms and conditions of the Offer was posted to Tellings Golden Miller Shareholders on 21 December 2007. Level of acceptances The Board of Arriva announces that, as at 3.00 p.m. (London time) on 11 January 2008, the first closing date of the Offer, valid acceptances of the Offer had been received from Tellings Golden Miller Shareholders in respect of a total of 21,993,539 Tellings Golden Miller Shares, representing approximately 95.88 per cent. of the existing issued ordinary share capital of Tellings Golden Miller and that such acceptances may be counted towards the satisfaction of acceptances to the Offer. None of these acceptances were received from persons acting in concert with Arriva. This total includes valid acceptances of the Offer received in respect of a total of 16,279,746 Tellings Golden Miller Shares, representing approximately 70.97 per cent. of the existing issued ordinary share capital of Tellings Golden Miller, for which irrevocable undertakings to accept the Offer had been given by those Tellings Golden Miller Directors, together with certain persons connected with them, who are interested in Tellings Golden Miller Shares as described in the Offer Document. Neither Arriva nor any of its associates has any outstanding irrevocable commitment or letter of intent. Condition 1 in Part A of Appendix I to the Offer Document allows Arriva to declare the Offer unconditional as to acceptances provided that Arriva has received valid acceptances of the Offer in respect of not less than 90 per cent. of the Tellings Golden Miller Shares to which the Offer relates. Accordingly, the Offer has become unconditional as to acceptances and, as the other conditions of the Offer have been satisfied or waived, the Board of Arriva is pleased to declare the Offer unconditional in all respects. Save as disclosed in this announcement or in the Offer Document, neither Arriva nor any persons acting or deemed to be acting in concert with it has any interest in, a right to subscribe for or any short positions (whether conditional or absolute and whether in the money or otherwise), including any short positions under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any Tellings Golden Miller Shares or has borrowed or lent any Tellings Golden Miller Shares, save for any borrowed shares which have been either on-lent or sold. Consideration Settlement of the consideration to which any Tellings Golden Miller Shareholder is entitled under the Offer will be effected by the despatch of cheques or the crediting of CREST accounts (as applicable) (i) in the case of acceptances already received, complete in all respects, within 14 days of today's date; or (ii) in the case of acceptances received, complete in all respects, after today's date but while the Offer remains open for acceptance, within 14 days of such receipt. Compulsory acquisition, cancellation of trading and re-registration As valid acceptances have been received in respect of more than 90 per cent. in value of the Tellings Golden Miller Shares to which the Offer relates and more than 90 per cent. of the voting rights carried by those shares, Arriva now intends to use the procedures set out in sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily, on the same terms as the Offer, any outstanding Tellings Golden Miller Shares in respect of which the Offer has not been accepted, and a further announcement will be made in relation to the despatch of compulsory acquisition notices in due course. Arriva also now intends to procure that Tellings Golden Miller applies to the London Stock Exchange for the cancellation of admission to trading of Tellings Golden Miller Shares on AIM. It is anticipated that such cancellation will take effect no earlier than 20 Business Days from the date of this announcement. The cancellation of admission to trading of Tellings Golden Miller Shares will significantly reduce the liquidity and marketability of any Tellings Golden Miller Shares in respect of which the Offer has not been accepted. It is also intended that, after the cancellation referred to above becoming effective, Tellings Golden Miller will be re-registered as a private company under the relevant provisions of the 1985 Act. Directors As set out in the Offer Document, both of the non-executive directors of Tellings Golden Miller (being J H Peddle and S G Thomson) have resigned from the Tellings Golden Miller Board. Further acceptance of the Offer The Board of Arriva announces that the Offer will remain open for acceptance until further notice. At least 14 days' written notice will be given by an announcement to Tellings Golden Miller Shareholders who have not accepted the Offer before the Offer is closed. Tellings Golden Miller Shareholders who hold Tellings Golden Miller Shares in certificated form and who have not accepted the Offer and wish to do so should complete the Form of Acceptance in accordance with the instructions printed on it and return it together with their share certificate(s) or other document(s) of title as soon as possible, so as to be received by post to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH or (during normal business hours only) by hand to Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS13 8AE. Tellings Golden Miller Shareholders who hold Tellings Golden Miller Shares in uncertificated form (that is, in CREST) and who have not accepted the Offer and wish to do so must make their acceptance electronically through CREST so that the TTE instruction settles as soon as possible. All Tellings Golden Miller Shareholders who have any queries relating to the procedure for acceptance of the Offer or who have not received the Offer Document or Form of Acceptance should contact Computershare Investor Services PLC on 0870 707 1341 or, from outside the UK, on +44 870 707 1341. The Offer remains subject to the terms set out in the Offer Document. Terms defined in the Offer Document shall have the same meanings in this announcement. The terms `acting in concert' and `relevant securities' have the same meanings as in the Code. Enquiries: Arriva 0191 520 4000 David Martin Steve Lonsdale Rothschild (Financial Adviser to Arriva) 0113 200 1900 David Forbes Stephen Moore Tulchan Communications (PR advisers to Arriva) 020 7353 4200 Stephen Malthouse David Trenchard Tellings Golden Miller 020 8757 4700 Stephen Telling CFA (Financial Adviser to Tellings Golden Miller) 020 7492 4777 Tony Rawlinson Simon Sacerdoti N M Rothschild & Sons Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Arriva and no one else in relation to the Offer and will not be responsible to anyone other than Arriva for providing the protections afforded to clients of N M Rothschild & Sons Limited nor for providing advice in relation to the Offer or any other matters referred to in this announcement. City Financial Associates Limited, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively for Tellings Golden Miller and no one else in relation to the Offer and will not be responsible to anyone other than Tellings Golden Miller for providing the protections afforded to clients of City Financial Associates Limited nor for providing advice in relation to the Offer or any other matters referred to in this announcement. This announcement does not constitute an offer to sell or an invitation or solicitation to purchase or subscribe for any securities. Any acceptance or other response in relation to the Offer should be made only on the basis of the information contained in the Offer Document and, in the case of Tellings Golden Miller Shares held in certificated form, the Form of Acceptance. The making of the Offer in jurisdictions outside the United Kingdom or to Overseas Shareholders or to nominees of or trustees for Overseas Shareholders may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements of such jurisdictions. It is the responsibility of any Overseas Shareholder wishing to accept the Offer to satisfy himself as to the full observance of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, compliance with other formalities needing to be observed and the payment of any issue, transfer or other taxes or duties or requisite payments due in such jurisdiction. Any such Overseas Shareholder will be responsible for payment of any such issue, transfer or other taxes, duties or other requisite payments due in such jurisdiction by whomsoever payable, and Arriva (and any person acting on its behalf) shall be entitled to be fully indemnified and held harmless by such Overseas Shareholder for any such issue, transfer or other taxes or duties or other requisite payments as Arriva (or any person acting on its behalf) may be required to pay. This announcement is not an offer of securities for sale or purchase in the United States, Canada, Australia, Japan or any Restricted Jurisdiction. The Offer will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, but not limited to, facsimile transmission or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facilities of a national, local or other securities exchange of, the United States, Canada, Australia, Japan or any Restricted Jurisdiction, and the Offer cannot be accepted and will not be capable of acceptance by any such use, means, instrumentality or facilities from or within the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise distributed or sent in or into or from the United States, Canada, Australia, Japan or any Restricted Jurisdiction. Any person (including, without limitation, nominees, trustees or custodians) who is an overseas person or who would, or otherwise intends to, forward this document, the Offer Document, the Form of Acceptance or any related document to any jurisdiction outside the United Kingdom or to any overseas person should seek appropriate advice before taking any action. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Tellings Golden Miller, all 'dealings' in any 'relevant securities' of Tellings Golden Miller (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 pm (London time) 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 Tellings Golden Miller, 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 City Code, all 'dealings' in 'relevant securities' of Tellings Golden Miller by Arriva or Tellings Golden Miller, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) 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 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 City 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. END

Quick facts: Theta Gold Mines Ltd

Price: $0.17

Market: ASX
Market Cap: $68.14 m
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