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					RNS Number : 7087Z
Midas Bidco Limited
25 September 2009




  NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
   INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
         VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
                                                                       25 September 2009
                                     CASH OFFER
                                           for
                         Goldshield Group plc ("Goldshield")
                                        by
                                  Midas Bidco Limited
                                       ("Bidco")
                                    to be effected
                        by means of a Scheme of Arrangement
                       under Part 26 of the Companies Act 2006
Summary
      Bidco is pleased to announce a cash offer for Goldshield at a price of 460 pence per
       Goldshield Share. It is intended that the Offer be implemented by means of a scheme
       of arrangement under Part 26 of the 2006 Act. Bidco urges the Independent
       Goldshield Directors to recommend the Offer.
      The Offer values the entire issued share capital of Goldshield at approximately £169
       million and represents a premium of approximately:
      42.2 per cent. to the Closing Price per Goldshield Share of 323.5 pence on 23 June
       2009 (being the last Business Day prior to the commencement of the Offer Period);
      42.1 per cent. to the Closing Price per Goldshield Share of 323.8 pence (being the
       average Closing Price for the three month period ending on 23 June 2009, the last
       Business Day prior to the commencement of the Offer Period); and
      59.9 per cent. to the Closing Price per Goldshield Share of 287.6 pence (being the
       average Closing Price for the period between 4 December 2008, the day after the
       dismissal of the SFO case and 23 June 2009, the last Business Day prior to the
       commencement of the Offer Period).
      Bidco is an investment vehicle owned indirectly by the HgCapital Funds, which has
       been formed for the purposes of making the Offer.
      The Bidco Group has entered into arrangements with the Management Team in
       relation to their equity involvement in the Bidco Group. Under these arrangements,
       the Management Team will be reinvesting approximately £15 million in the Bidco
       Group.
      HgCapital is an independent provider of private equity finance to European
       companies, with a focus on companies in the Healthcare, TMT, Services, Industrials
       and Renewable Energy sectors. Its partners have over 20 years of shared operating
       history. It has offices in the UK, Germany and Luxembourg. HgCapital has assets
       under management of approximately £2.3 billion.
       Irrevocable undertakings to vote in favour of the resolutions (excluding the Ordinary
        Resolution) to be proposed at the General Meeting have been received from each of
        the members of the Management Team, in respect of a total of 4,170,365 Goldshield
        Shares, representing approximately 11.36 per cent. of the existing issued share
        capital of Goldshield. Further details of these irrevocable undertakings are set out in
        Part A of Appendix III to this announcement.
       Irrevocable undertakings to vote in favour of the Offer and the Ordinary Resolution
        have also been received in respect of a total of 4,568,096 Independent Goldshield
        Shares, representing approximately 14.04 per cent. of the existing issued
        Independent Goldshield Shares. Further details of these irrevocable undertakings are
        set out in Part B of Appendix III to this announcement.
       The Scheme will be subject, inter alia, to the satisfaction or waiver of the conditions
        set out in Appendix I and in the Scheme Document. Further details of the Scheme
        process will be set out in the Scheme Document.
Commenting on the Offer, Philipp Schwalber of HgCapital said:
"We are delighted to be announcing the Offer for Goldshield. We believe Goldshield has a
strong business model based on a diversified portfolio of healthcare products spanning a
number of therapeutic areas. Our intention is to support the Management Team by investing
in new product development and acquisitions for the long-term growth of the group.
Goldshield will have access to HgCapital's considerable knowledge and experience in the
healthcare arena."
This summary should be read in conjunction with the accompanying full text of this
announcement which sets out further details of the Offer and which forms an integral
part of this announcement. Appendix I to this announcement contains the conditions
to, and certain further terms of, the Offer. Appendix II to this announcement contains
further details of the sources of information and bases of calculations set out in this
announcement. Appendix III to this announcement contains further details of the
irrevocable undertakings and Appendix IV contains definitions of certain expressions
used in this summary and in this announcement.


Enquiries:
Bidco
Lindsay Dibden                                                   Tel: 020 7089 7888
Philipp Schwalber                                                Tel: 020 7089 7888


Ernst & Young (Financial Adviser to Bidco)
Tim Medak                                                        Tel: 020 7951 2000
Ken Williamson                                                   Tel: 020 7951 2000


Altium Capital Limited (Broker to Bidco)
Stephen Georgiadis                                               Tel: 020 7484 4040
Tim Richardson                                                   Tel: 020 7484 4040


Media Enquiries:
Maitland
Neil Bennett                                                     Tel: 020 7379 5151
 Ernst & Young LLP, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Bidco and HgCapital and no one else in
connection with the Offer and will not be responsible to anyone other than Bidco and
HgCapital for providing the protections afforded to the clients of Ernst & Young LLP, or for
giving advice in connection with the Offer, the contents of this announcement, or the Forms of
Proxy or any matter referred to herein.
Altium Capital Limited, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Bidco and HgCapital and no one else in
connection with the Offer and will not be responsible to anyone other than Bidco and
HgCapital for providing the protections afforded to the clients of Altium Capital Limited, or for
giving advice in connection with the Offer, the contents of this announcement, or the Forms of
Proxy or any matter referred to herein.
This announcement is for information purposes only and is not intended to and does not
constitute or form part of an offer to sell or invitation to purchase any securities or the
solicitation of any vote for approval in any jurisdiction, nor shall there be any sale, issue or
transfer of the securities referred to in this announcement in any jurisdiction in contravention
of applicable law. The Offer will be made solely through the Scheme Document and, in the
case of certificated Goldshield Shares, the Forms of Proxy, which will together contain the full
terms and conditions of the Offer, including details of how to accept the Offer. Any response
in relation to the Offer should be made only on the basis of the information contained in the
Scheme Document or any document by which the Offer is made.
This announcement has been prepared for the purpose of complying with English law and the
City Code and the information disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom. The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not resident in the United
Kingdom or who are subject to other jurisdictions should inform themselves of, and observe,
any applicable requirements.
If the Offer is carried out by way of an offer, the Offer will not be made, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer will not be capable of acceptance from or within a Restricted
Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the
laws in that jurisdiction, and persons receiving this announcement and all documents relating
to the Offer (including custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer. The availability of the Offer to Goldshield Shareholders
who are not resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable requirements.
Forward Looking Statements
This announcement contains statements that are or may be forward looking statements. All
statements other than statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should",
"could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal"
or "strategy" or, words or terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements relating to the following:
(i) future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and future prospects;
(ii) business and management strategies and the expansion and growth of Bidco's or
Goldshield's operations and potential synergies resulting from the Offer; and (iii) the effects of
government regulation on Bidco's or Goldshield's business.
These forward looking statements are not guarantees of financial performance. They have not
been reviewed by the auditors of Bidco. Such forward looking statements involve known and
unknown risks, uncertainties that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such forward looking statements,
which speak only as of the date hereof. All subsequent oral or written forward looking
statements attributable to Bidco or any of their respective members, directors, officers or
employees or any persons acting on their behalf are expressly qualified in their entirety by the
cautionary statement above. Bidco disclaims any obligation to update any forward looking or
other statements contained herein, except as required by applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, "interested"
(directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Goldshield,
all "dealings" in any "relevant securities" of Goldshield (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 p.m. (London time) on the Business Day following the date of
the relevant transaction. This requirement will continue until the date on which the Scheme
becomes effective or becomes, or is declared, unconditional as to acceptances, or lapses 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 Goldshield, 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 Code, all "dealings" in "relevant securities" of
Goldshield by Bidco or Goldshield, or by any of their respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the 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 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, please contact an independent financial adviser authorised under the Financial
Services     and    Markets    Act    2000    or    consult    the   Panel's     website    at
www.thetakeoverpanel.org.uk or contact the Panel on telephone number +44 (0) 20 7638
0129; fax +44 (0) 20 7236 7013.
In accordance with normal UK market practice, Bidco or its nominees or brokers (acting as
agents) may from time to time make certain purchases of, or arrangements to purchase,
Goldshield Shares outside the United States, other than pursuant to the Scheme, prior to the
Scheme Effective Date. These purchases may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. Any information about such purchases
will be disclosed as required in the UK.
A copy of this announcement will be available on Bidco's website:
(http:// www.midasbidco.com/index).

   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN,
   INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
         VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
                                                                              25 September 2009
                                          CASH OFFER
                                                for
                        Goldshield Group plc ("Goldshield")
                                       by
                                Midas Bidco Limited
                                     ("Bidco")
                                  to be effected
                      by means of a Scheme of Arrangement
                     under Part 26 of the Companies Act 2006

    1   Introduction
    Bidco is pleased to announce a cash offer for the entire issued and to be issued
    ordinary share capital of Goldshield. It is intended that the Offer will be implemented
    by means of a scheme of arrangement under Part 26 of the 2006 Act. Bidco urges the
    Independent Goldshield Directors to recommend the Offer.
    Ernst & Young is acting as financial adviser to Bidco.

    2   The Offer
    Under the Scheme, which will be subject to the conditions and further terms set out
    below and in Appendix I and the full terms and conditions which will be set out in the
    Scheme Document, Goldshield Shareholders will be entitled to receive:
                for each Goldshield Share held, 460 pence in cash
    The Offer values the entire existing issued share capital of Goldshield at
    approximately £169 million.
    The Offer represents a premium of approximately:
   42.2 per cent. to the Closing Price per Goldshield Share of 323.5 pence on 23 June
    2009 (being the last Business Day prior to the commencement of the Offer Period);
   42.1 per cent. to the Closing Price per Goldshield Share of 323.8 pence (being the
    average Closing Price for the three month period ending on 23 June 2009, the last
    Business Day prior to the commencement of the Offer Period); and
   59.9 per cent. to the Closing Price per Goldshield Share of 287.6 pence (being the
    average Closing Price for the period between 4 December 2008, the day after the
    dismissal of the SFO case and 23 June 2009, the last Business Day prior to the
    commencement of the Offer Period).

    3   Background to and reasons for the Offer
    HgCapital has significant experience and a strong track record of investing in
    the UK healthcare sector. HgCapital and the Management Team believe that
    Goldshield, with increased investment in research and development expenditure, can
    build a strong pipeline of new products that will generate long-term sustainable
    growth. In addition, a key determinant in Goldshield generating growth in the future
    will be its ability to identify and acquire new products from large pharmaceutical
    companies seeking to divest non-core assets.
    HgCapital believes that Goldshield's ability to fund future growth opportunities will be
    enhanced as a result of the Offer. Given the inherent uncertainty involved in new
    product development and product acquisitions, both in terms of timing and success,
    as well as the level of investment required, HgCapital and the Management Team
    believe that Goldshield would be better positioned to pursue this strategy as a private
    company.
    Full acceptance of the Offer will enable Goldshield Shareholders to realise their entire
    investment for cash (without incurring dealing charges) at a price which represents a
    premium of 42.2 per cent. to the Closing Price of 323.5 pence on 23 June 2009, being
    the last Business Day prior to the commencement of the Offer Period.
4   Arrangements between the Bidco Group and the Management Team
The Bidco Group has entered into certain arrangements in order to enable the
Management Team and other senior members of the management of Goldshield to
participate in the share capital of the Bidco Group. Under the Code, the Panel
requires these arrangements with the Management Team to be approved by the
Independent Goldshield Shareholders and the Offer is, inter alia, conditional on such
approval being obtained. Accordingly, at the General Meeting the Ordinary Resolution
will be proposed to approve the Management Incentivisation Arrangements. Voting on
the Ordinary Resolution will be on a poll and the Management Team will not be
entitled to vote.
Under the arrangements the Management Team will, in aggregate, be reinvesting in
the Bidco Group approximately 97 per cent. of the value of their holding in the
Company (excluding any shares held by family members), being an amount equal to
approximately £15 million. It is proposed that the Management Team's reinvestment
will be structured by way of a subscription for: (i) approximately 29.5 per cent. of the
ordinary share capital in Midas Equityco, being an amount equal to approximately
£0.3 million; (ii) approximately 18.4 per cent. of the preferred equity certificates to be
issued by Midas Equityco, being an amount equal to approximately £14.7 million; and
(iii) approximately £0.07 million of an additional class of shares in Midas Equityco
known as ratchet shares. The ratchet shares will not entitle the Management Team to
any distributions, dividends or other proceeds or return of capital unless certain
performance conditions are satisfied upon any subsequent disposal of all or
substantially all of the Bidco Group, in which event, such ratchet shares will entitle the
Management Team to an additional 5 per cent. of the total equity value of Midas
Equityco.
1 per cent. of the ordinary share capital in Midas Equityco will be reserved for issue to
other senior members of the management of Goldshield following the Scheme
Effective Date. In addition, the Goldshield Employee Trust will be invited to invest in:
(i) approximately 4.1 per cent. of the ordinary share capital of Midas Equityco, being
an amount equal to approximately £0.04 million; and (ii) approximately 4.8 per cent. of
the preferred equity certificates to be issued by Midas Equityco, being an amount
equal to approximately £3.9 million. The securities in Midas Equityco for which the
Goldshield Employee Trust is being invited to invest are not currently allocated to any
beneficiaries, but it is the intention of the Bidco Group that they will be allocated to
current and/or future employees of Goldshield following the Scheme Effective Date on
terms to be agreed.
It is the intention that the Management Team will remain in place to operate the
business once the Scheme becomes effective and will enter into amended service
contacts with the Company, although their remuneration packages will be unaffected
by the arrangements set out in this paragraph 4.
Further details of the Management Incentivisation Arrangements will be set out in the
Scheme Document.

5   Irrevocable undertakings
Bidco has received irrevocable undertakings from the Management Team to vote in
favour of the resolutions (excluding the Ordinary Resolution) to be proposed at the
General Meeting, in respect of a total of 4,170,365 Goldshield Shares, representing
approximately 11.36 per cent. of the existing issued ordinary share capital of
Goldshield.
Bidco has also received irrevocable undertakings to vote in favour of the resolutions
proposed at the Court Meeting and General Meeting in respect of a total of 4,568,096
Independent Goldshield Shares, representing approximately 14.04 per cent. of the
existing issued Independent Goldshield Shares.
Further details of these irrevocable undertakings are set out in Appendix III to this
announcement.
6     Information on Bidco and HgCapital
6.1    Bidco
Bidco is a limited liability company incorporated in England and Wales for the
purposes of making the Offer and is backed by the HgCapital Funds. Bidco is
indirectly wholly-owned by Midas Equityco. Midas Equityco is an investment vehicle
owned by various entities within the HgCapital Funds.
The directors of Bidco are Philipp Schwalber and Justin Leong, both of whom are
appointees of HgCapital.
Bidco is being financed by approximately: (i) £84 million to be invested by the
HgCapital Funds; and (ii) £77 million to be provided under a bank facility from a
consortium of banks. Please see paragraph 9 of this announcement for further
information on the financing of the Offer.
Bidco has not traded since its date of incorporation, nor has it entered into any
obligations, other than in connection with the implementation of the Offer.
6.2    HgCapital
HgCapital is an independent provider of private equity finance to European
companies, with a focus on companies in the Healthcare, TMT, Services, Industrials
and Renewable Energy sectors. Its partners have over 20 years of shared operating
history. It has offices in the UK, Germany and Luxembourg. HgCapital has assets
under management of approximately £2.3 billion.
In December 2000, HgCapital was spun out of Mercury Private Equity, a division of
Merrill Lynch Investment Managers, that was established in 1985 as the private equity
arm of Mercury Asset Management. Mercury Asset Management became one of
the UK's largest independent investment management businesses in the 1990s
before being acquired by Merrill Lynch.
HgCapital (which is regulated by the FSA) manages the HgCapital Funds on a
discretionary basis (subject to certain prescribed restrictions). The HgCapital Funds
comprise limited partnerships and, in general, each of the HgCapital Funds invests in
each of HgCapital's investments on a pro rata basis, further details of which will be set
out in the Scheme Document.
The commitments of the investors in the HgCapital Funds as at the date of this
announcement are approximately £1.3 billion of which approximately 5 per cent. has
been drawn. The investors in the HgCapital Funds comprise private individuals
and UK and overseas institutional investors, such as pension funds and their
investment vehicles. In addition, partners, executives and professional staff of
HgCapital participate in HgCapital 6 Executive Co-Invest LP, which forms part of the
HgCapital Funds.

7     Management, employees and locations
Bidco recognises the skills, technical ability and experience of the existing
management and employees of Goldshield. Bidco has given assurances that, if the
Offer becomes effective or is declared unconditional in all respects, the existing
employment rights, including pension rights, of the management and employees of
Goldshield will be fully safeguarded. Bidco's plans for Goldshield do not involve any
material change in the conditions of employment of Goldshield employees. Bidco has
no plans to change Goldshield's places of business.

8     Goldshield Share Schemes
Participants in any Goldshield Share Schemes will be contacted regarding the effect
of the Offer on their rights under those schemes and appropriate proposals will be
made to such participants in due course. Further information on the terms of such
proposals will be included in the Scheme Document.
9    Financing
The consideration payable under the Offer will be financed through a combination of
equity and debt financing. Debt and equity financing will be provided by the HgCapital
Funds and further debt financing, consisting of facilities of £77 million, has been
arranged and fully underwritten by a consortium of the banks.
The facilities agreement under which the banks have agreed to provide the £77
million of debt financing requires that Bidco will not waive or amend (and will use all
reasonable endeavours to procure there is no waiver or amendment to) or declare or
treat as satisfied any condition of the Scheme (or general offer, as applicable) where
such waiver or consent would be materially prejudicial to the interests of the banks,
unless: (i) the administrative agent of the banks has given its consent (not to be
unreasonably withheld or delayed); or (ii) it is required by the Code, the Panel or the
Court.
Ernst & Young, financial adviser to Bidco, is satisfied that sufficient resources are
available to satisfy in full the cash consideration payable to Goldshield Shareholders
under the terms of the Offer. The sources of finance for the Offer will be described in
more detail in the Scheme Document.

10    Inducement Fee Agreement
Goldshield and HgCapital entered into an agreement on 29 July 2009 (as amended)
pursuant to which an inducement fee of £1,537,782 has become due and payable by
Goldshield to HgCapital following the Independent Goldshield Directors failing, within
two Business Days of Bidco confirming that it was in a position to make an offer for
Goldshield, to recommend the proposed offer.

11    Structure of the Offer
It is intended that the Offer will be effected by means of a scheme of arrangement
under Part 26 of the 2006 Act.
An order will be sought under s.896 of the 2006 Act permitting Bidco to circulate the
Scheme Document and convening the Court Meeting. The Court Meeting is required
to approve the Scheme.
The purpose of the Scheme is to provide for Bidco to become the owner of the whole
of the issued ordinary share capital of Goldshield. This is to be achieved by the
cancellation of the Scheme Shares and the application of the reserve arising from
such cancellation in paying up in full a number of new shares in Goldshield (which is
equal to the number of Scheme Shares cancelled) and issuing them to Bidco, in
consideration for which the holders of the Scheme Shares will receive cash on the
basis set out in paragraph 2 of this announcement.
To become effective, the Scheme requires, amongst other things, the approval by a
majority in number of those Independent Goldshield Shareholders present and voting
at the Court Meeting (either in person or by proxy) representing at least 75 per cent. in
value of all Independent Goldshield Shares held by such Goldshield Shareholders,
together with the sanction of the Court and the passing of a special resolution by the
Goldshield Shareholders which is necessary to implement the Scheme at the General
Meeting. The special resolution will also approve amendments to the Goldshield
Articles. Upon the Scheme becoming effective, it will be binding on all Goldshield
Shareholders, irrespective of whether or not they attended or voted at the Court
Meeting or the General Meeting.
The Management Team are not entitled to vote at the Court Meeting, given their
interest in the Offer, but have agreed to be bound by its terms. The interests of the
Management Team are set out in further detail in paragraph 4 of this announcement
and will be described further in the Scheme Document.
    The Management Team will requisition the General Meeting under section 303 of
    2006 Act. Under the 2006 Act, Goldshield is required to despatch notice to Goldshield
    Shareholders convening the General Meeting within 21 days of receiving the
    requisition notice, with such meeting to be held no later than 28 days after the notice
    of meeting.
    The Scheme Document will be posted as soon as practicable and, in any event (save
    with the consent of the Panel), within 28 days of the date of this announcement. In
    addition, the Scheme is subject to the conditions set out in full in Appendix I. The
    Offer will be conditional, inter alia, upon:
   the Scheme becoming effective by not later than 24 March 2010;
   the approval of the Scheme by a majority in number of those Scheme Shareholders
    present and voting at the Court Meeting (either in person or by proxy) representing at
    least 75 per cent. in value of all Scheme Shares held by such Scheme Shareholders;
   the passing of the resolution(s) required to implement the Scheme and to amend the
    Goldshield Articles;
   the passing of the Ordinary Resolution;
   the sanction (with or without modification, on terms reasonably acceptable to Bidco)
    of the Scheme and the confirmation of the Capital Reduction by the Court and copies
    of the Court Orders being delivered to the Registrar of Companies; and
   the conditions, set out in Appendix I, which are not otherwise identified above being
    satisfied or waived.
    In the event that the Scheme fails due to a technical or procedural problem arising as
    a result of proceeding by way of a non-recommended (as opposed to a
    recommended) scheme of arrangement, Bidco will, except with the consent of the
    Panel, implement the Offer by way of a takeover offer. In such event, the takeover
    offer will (unless otherwise agreed with the Panel) be implemented on the same terms
    (subject to appropriate amendments) so far as applicable, as those which would apply
    to the Scheme and with an acceptance condition of 75% of shares to which the offer
    relates.
    Further details of the Scheme will be contained in the Scheme Document.

    12   Disclosure of interests in Goldshield Shares
    As at the close of business on 24 September 2009, being the last practicable date
    prior to the publication of this announcement, the Management Team and their
    concert parties were interested in: (i) 4,531,733 Goldshield Shares; and (ii) 684,103
    awards and options over Goldshield Shares granted under the Goldshield Share
    Schemes (677,572 of which will not vest prior to the Scheme being sanctioned).
    As at the close of business on 24 September 2009, being the last practicable date
    prior to the publication of this announcement, save for: (i) the disclosures in this
    paragraph 12 above; (ii) the Management Incentivisation Arrangements referred to in
    paragraph 4 above; and (iii) the irrevocable undertakings referred to in paragraph 5
    above, none of Bidco or HgCapital or any of their directors or, so far as HgCapital and
    the Bidco Directors are aware, any person acting, or deemed to be acting, in concert
    with Bidco:
   had an interest in, or right to subscribe for, relevant securities of Goldshield;
   had any short position in (whether conditional or absolute and whether in the money
    or otherwise), including any short position under a derivative, any agreement to sell or
    any delivery obligation or right to require another person to purchase or take delivery
    of, relevant securities of Goldshield;
   had procured an irrevocable commitment or letter of intent to accept the Offer in
    respect of relevant securities of Goldshield; or
   had borrowed or lent any Goldshield Shares.
    Furthermore, no arrangement exists with Bidco, HgCapital or Goldshield or an
    associate of Bidco, HgCapital or Goldshield in relation to Goldshield Shares. For
    these purposes, an "arrangement" includes any indemnity or option arrangement, any
    agreement or any understanding, formal or informal, of whatever nature, relating to
    Goldshield Shares which may be an inducement to deal or refrain from dealing in
    such securities.

    13   Delisting and re-registration
    It is intended that Bidco will procure that Goldshield will apply to the London Stock
    Exchange for the cancellation of the admission to trading of Goldshield Shares to its
    main market for listed securities and to the Financial Services Authority for the
    cancellation of the admission of the Goldshield Shares to the Official List, in each
    case with effect from the Scheme Effective Date.
    Subject to the Scheme becoming effective, share certificates in respect of Goldshield
    Shares will cease to be valid on the Scheme Effective Date. In addition, on the
    Scheme Effective Date, entitlements to Goldshield Shares held within the CREST
    system will be cancelled. It is also proposed that, following the Scheme Effective
    Date, Goldshield will be re-registered as a private company.

    14   General
    The Offer will be made on the terms and subject to the conditions and further terms
    set out in Appendix I and those terms which will be set out in the Scheme Document
    and the Forms of Proxy. The Scheme Document will include full details of the
    Scheme, together with notices of the Court Meeting and the General Meeting and the
    expected timetable of the Offer. The Offer will be subject to the applicable
    requirements of the Code, the Panel, the London Stock Exchange and the Financial
    Services Authority.
    This announcement does not constitute an offer to sell or an invitation to purchase or
    subscribe for any securities.
    Any response in relation to the Offer should be made only on the basis of the
    information contained in the Scheme Document or any document by which the Offer
    is made. The availability of the Offer to persons not resident in the United
    Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are
    not resident in the United Kingdom, or who are subject to the laws of any jurisdiction
    other than the United Kingdom, should inform themselves about and observe any
    applicable requirements of those jurisdictions.
    If the Offer is carried out by way of an offer, the Offer will not be made, directly or
    indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the
    laws in that jurisdiction, and the Offer will not be capable of acceptance from or within
    a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents
    relating to the Offer are not being, and must not be, directly or indirectly, mailed or
    otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where
    to do so would violate the laws in that jurisdiction, and persons receiving this
    announcement and all documents relating to the Offer (including custodians,
    nominees and trustees) must not mail or otherwise distribute or send them in, into or
    from such jurisdictions as doing so may invalidate any purported acceptance of the
    Offer. The availability of the Offer to Goldshield Shareholders who are not resident in
    the United Kingdom may be affected by the laws of the relevant jurisdictions in which
    they are resident. Persons who are not resident in the United Kingdom should inform
    themselves of, and observe, any applicable requirements.
    Ernst & Young LLP, which is authorised and regulated in the United Kingdom by the
    Financial Services Authority, is acting exclusively for Bidco and HgCapital and no one
    else in connection with the Offer and will not be responsible to anyone other than
    Bidco and HgCapital for providing the protections afforded to the clients of Ernst &
Young LLP, or for giving advice in connection with the Offer, the contents of this
announcement, or the Forms of Proxy or any matter referred to herein.
Altium Capital Limited, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Bidco and HgCapital and no
one else in connection with the Offer and will not be responsible to anyone other than
Bidco and HgCapital for providing the protections afforded to the clients of Altium
Capital Limited, or for giving advice in connection with the Offer, the contents of this
announcement, or the Forms of Proxy or any matter referred to herein.
Forward Looking Statements
This announcement contains statements that are or may be forward looking
statements. All statements other than statements of historical facts included in this
announcement may be forward looking statements. Without limitation, any statements
preceded or followed by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates",
"estimates", "synergy", "cost-saving", "projects", "goal" or "strategy" or, words or terms
of similar substance or the negative thereof, are forward looking statements. Forward
looking statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Bidco's or
Goldshield's operations and potential synergies resulting from the Offer; and (iii) the
effects of government regulation on Bidco's or Goldshield's business.
These forward looking statements are not guarantees of financial performance. They
have not been reviewed by the auditors of Bidco. Such forward looking statements
involve known and unknown risks, uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many factors could
cause actual results to differ materially from those projected or implied in any forward
looking statements. Due to such uncertainties and risks, readers are cautioned not to
place undue reliance on such forward looking statements, which speak only as of the
date hereof. All subsequent oral or written forward looking statements attributable to
Bidco or any of their respective members, directors, officers or employees or any
persons acting on their behalf are expressly qualified in their entirety by the cautionary
statement above. Bidco disclaims any obligation to update any forward looking or
other statements contained herein, except as required by applicable law.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "relevant
securities" of Goldshield, all "dealings" in any "relevant securities" of Goldshield
(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 p.m. (London
time) on the Business Day following the date of the relevant transaction. This
requirement will continue until the date on which the Scheme becomes effective or
becomes, or is declared, unconditional in all respects or lapses 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 Goldshield, 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 Code, all "dealings" in "relevant securities" of
Goldshield by Bidco or Goldshield, or by any of their respective "associates", must be
disclosed by no later than 12.00 noon (London time) on the 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 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, please contact an independent financial adviser
        authorised under the Financial Services and Markets Act 2000, consult the Panel's
        website at www.thetakeoverpanel.org.uk or contact the Panel on telephone number
        +44 (0) 20 7638 0129; fax +44 (0) 20 7236 7013.
        A copy of this announcement will be available on Bidco's website (http://
        www.midasbidco.com/index).




Enquiries:
Bidco
Lindsay Dibden                                                     Tel: 020 7089 7888
Philipp Schwalber                                                  Tel: 020 7089 7888


Ernst & Young (Financial Adviser to Bidco)
Tim Medak                                                          Tel: 020 7951 2000
Ken Williamson                                                     Tel: 020 7951 2000


Altium Capital Limited (Broker to Bidco)
Stephen Georgiadis                                                 Tel: 020 7484 4040
Tim Richardson                                                     Tel: 020 7484 4040


Media Enquiries:
Maitland
Neil Bennett                                                       Tel: 020 7379 5151



                                APPENDIX I
                CONDITIONS AND FURTHER TERMS OF THE OFFER

Part A: Conditions of the Scheme
The Offer will be conditional upon the Scheme becoming unconditional and becoming
effective by not later than 24 March 2010 or such later date (if any) as Bidco may, with the
consent of the Panel, agree and (if required) the Court may allow.
        1     The Scheme will be conditional upon:
        1.1   the approval of the Scheme by a majority in number of the holders of Scheme
        Shares present, entitled to vote and voting, either in person or by proxy, at the Court
        Meeting (or at any adjournment of such meeting) representing 75 per cent. or more in
        value of the Scheme Shares held by those Scheme Shareholders;
        1.2  the resolution(s) required to implement the Scheme and set out in the notice of
        the General Meeting being duly passed by the requisite majority at the General
        Meeting (or at any adjournment of such meeting); and
1.3  the sanction (with or without modification, on terms reasonably acceptable to
Bidco) of the Scheme and the confirmation of the Capital Reduction by the Court and
copies of the Court Orders being delivered to the Registrar of Companies.
2   In addition, subject as stated in Part C below, the Offer will be conditional upon
the following matters, and accordingly the necessary actions to make the Scheme
effective will not be taken unless such conditions have been satisfied (where capable
of satisfaction), or waived, prior to the Scheme being sanctioned by the Court in
accordance with paragraph 1 above:
2.1  the Ordinary Resolution being duly passed by the requisite majority at the
General Meeting (or at any adjournment of such meeting);
2.2   Numis or, with the consent of the Panel, another independent adviser publicly
stating that in its opinion the Management Incentivisation Arrangements are fair and
reasonable;
2.3   no central bank, government or governmental, quasi governmental,
supranational, statutory, regulatory, environmental or investigative body, trade agency
or court, or any other body or person in any jurisdiction (each a "Third Party") having
given notice of a decision or decided to take, institute, implement or threaten any
action, proceeding, suit, investigation, enquiry or reference, or having required any
action to be taken, or otherwise having done anything, or enacted, made or proposed
any statute, regulation, decision or order, or having taken any other step which is
material in the context of the Offer which would or might reasonably be expected to:
       2.3.1  make the Offer, its implementation or the acquisition or proposed
       acquisition of any Goldshield Shares by Bidco void, unenforceable or illegal,
       under the laws of any jurisdiction, or otherwise directly or indirectly, restrain,
       restrict, prohibit, delay or otherwise materially interfere with the same, or
       impose additional conditions or obligations with respect thereto, or otherwise
       challenge or interfere therewith in any material respect;
       2.3.2 result in a material delay in the ability of Bidco or any member of the
       Wider Bidco Group, or prevent it or render it unable, to acquire some or all of
       the Goldshield Shares or require a divestiture by Bidco or by any member of
       the Wider Bidco Group of any Goldshield Shares;
       2.3.3   require, prevent or delay the divestiture, or alter the terms envisaged for
       any proposed divestiture, by Bidco or any member of the Wider Bidco Group
       or by any member of the Wider Goldshield Group of all or any portion of their
       respective businesses, assets or property or impose any limitation on their
       ability to conduct their respective businesses (or any of them) or to own their
       respective assets or properties or any part of them, to an extent in any such
       case which is material in the context of the Offer;
       2.3.4   impose any material limitation on, or result in a material delay in, the
       ability of Bidco or any member of the Wider Bidco Group directly or indirectly
       to acquire or to hold or to exercise effectively, directly or indirectly, all rights of
       ownership of shares, loans or other securities (or the equivalent) in, or to
       exercise management control over, Goldshield or the ability of any member of
       Bidco or the Wider Bidco Group to hold or exercise effectively any rights of
       ownership of shares, loans or other securities in, or to exercise management
       control over, any member of the Wider Goldshield Group;
       2.3.5  other than in connection with the Offer, require any member of the
       Wider Bidco Group or of the Wider Goldshield Group to acquire, or offer to
       acquire, any shares or other securities (or the equivalent) in, or any asset
       owned by, any member of the Wider Goldshield Group owned by any third
       party;
       2.3.6 result in any member of the Wider Goldshield Group ceasing to be able
       to carry on business under any name which it presently does so, the
        consequences of which would be material in the context of the Wider
        Goldshield Group taken as a whole;
        2.3.7 impose any limitation on the ability of any member of the Wider
        Goldshield Group to co-ordinate its business, or any part of it, with the
        businesses of any other member of the Wider Goldshield Group which in any
        such case is material and adverse in the context of the Wider Goldshield
        Group taken as a whole; or
        2.3.8  otherwise adversely affect the business, assets, liabilities, profits or
        financial or trading position of Bidco or any member of the Wider Goldshield
        Group, to an extent in any such case which is material in the context of Bidco
        or the Wider Goldshield Group, as the case may be, taken as a whole (as the
        case may be),
and all applicable waiting and other time periods during which any such Third Party
could take, institute or threaten any such action, proceeding, suit, investigation,
enquiry or reference or any other step under the laws of any relevant jurisdiction in
respect of the Offer or the acquisition or proposed acquisition of any Goldshield
Shares having expired, lapsed or been terminated;
2.4    all necessary notifications, filings and applications having been made in
connection with the Offer and all statutory and regulatory obligations in any jurisdiction
having been complied with in connection with the Offer or the acquisition or the
proposed acquisition of Goldshield Shares by Bidco or any member of the Wider
Bidco Group and all necessary authorisations, orders, recognitions, grants, consents,
clearances, confirmations, certificates, licences, permissions and approvals in any
jurisdiction in connection with the Offer or the acquisition or the proposed acquisition
of Goldshield Shares by Bidco or any member of the Wider Bidco Group
("Authorisations") having been obtained in terms and in a form satisfactory to Bidco
(acting reasonably) from all appropriate Third Parties or from any persons or bodies
with whom any member of the Wider Bidco Group or the Wider Goldshield Group has
entered into contractual arrangements, all or any applicable waiting and other time
periods having expired, lapsed or been terminated (as appropriate) and all such
Authorisations (together with all material Authorisations necessary to carry on the
business of any member of the Wider Goldshield Group) which are material in the
context of the Wider Goldshield Group (taken as a whole) remaining in full force and
effect and all filings necessary for such purpose having been made and there being
no notice of any intention to revoke, suspend, restrict, amend or not to renew any
such Authorisations at the time at which the Offer becomes otherwise unconditional
and all necessary statutory or regulatory obligations in any relevant jurisdiction having
been materially complied with;
2.5   save as Disclosed, there being no provision of any arrangement, agreement,
lease, licence, permit or other instrument to which any member of the Wider
Goldshield Group is a party or by or to which any such member or any of its assets is
or may be bound or be subject, which, in each case, as a consequence of the Offer or
the acquisition or the proposed acquisition by Bidco or any member of the Wider
Bidco Group of any shares or other securities (or the equivalent) in Goldshield or
because of a change in the control or management of any member of the Wider
Goldshield Group or otherwise, would or might reasonably be expected to result in, to
an extent which is material in the context of the Wider Goldshield Group taken as a
whole:
        2.5.1 any monies borrowed by, or any other indebtedness, actual or
        contingent, of, or grant available to, any member of the Wider Goldshield
        Group being or becoming repayable, or being capable of being declared
        repayable immediately or prior to their or its stated maturity date, or the ability
        of any such member to borrow monies or incur any indebtedness being
        withdrawn or materially inhibited;
        2.5.2  the creation or enforcement of any mortgage, charge or other security
        interest, over the whole or any part of the business, property or assets of any
       member of the Wider Goldshield Group or any such mortgage, charge or other
       security interest (whenever arising or having arisen) becoming enforceable;
       2.5.3  any such arrangement, agreement, lease, licence, permit or other
       instrument being terminated or adversely modified or affected or any onerous
       obligation or liability arising or any adverse action being taken thereunder;
       2.5.4 any assets or interest of any member of the Wider Goldshield Group
       being or failing to be disposed of or charged or any right arising under which
       any such asset or interest could be required to be disposed of or charged, or
       could cease to be available to any member of the Wider Goldshield Group;
       2.5.5  the rights, liabilities, obligations or interests of any member of the Wider
       Goldshield Group in, or the business of any such member with, any person,
       firm or body (or any arrangement or arrangements relating to any such
       interest of business) being terminated, adversely modified or adversely
       affected;
       2.5.6 any member of the Wider Goldshield Group ceasing to be able to carry
       on business under any name under which it presently does so;
       2.5.7  the value or financial or trading position or profits of Goldshield or any
       member of the Wider Goldshield Group being prejudiced or adversely
       affected;
       2.5.8 the creation of any liability (actual or contingent) by any member of the
       Wider Goldshield Group other than trade creditors in the ordinary course of
       business; or
       2.5.9   the creation of any liability of any member of the Wider Goldshield
       Group to make any severance, termination, bonus or other payment to any of
       its directors or other officers,
and no event having occurred which, under any provision of any arrangement,
agreement, lease, licence, permit or other instrument to which any member of the
Wider Goldshield Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, could reasonably be expected to result in
any of the events or circumstances as are referred to in paragraphs 2.5.1 to 2.5.9 to
an extent which is material in the context of the Offer, or, as the case may be, the
Wider Goldshield Group as a whole;
2.6   save as Disclosed, no member of the Wider Goldshield Group having:
       2.6.1  issued or agreed to issue or authorised or proposed or announced its
       intention to authorise or propose the issue of additional shares of any class, or
       securities convertible into, or exchangeable for, or rights, warrants or options
       to subscribe for or acquire, any such shares or convertible securities (save as
       between Goldshield and wholly-owned subsidiaries of Goldshield and save for
       the issue of Goldshield Shares pursuant to or in connection with rights granted
       under, or the grant of rights under, Goldshield Share Schemes);
       2.6.2 recommended, declared, paid or made or proposed to recommend,
       declare, pay or make any bonus issue, dividend or other distribution whether
       payable in cash or otherwise other than dividends (or other distributions
       whether payable in cash or otherwise) lawfully paid or made to Goldshield or
       by any wholly-owned subsidiary of Goldshield to Goldshield or any of its
       wholly-owned subsidiaries;
       2.6.3 other than pursuant to the Offer (and save for transactions between
       Goldshield and its wholly-owned subsidiaries), implemented, effected,
       authorised or proposed or announced its intention to implement, effect,
       authorise or propose any merger, demerger, reconstruction, amalgamation,
       scheme, or acquisition or disposal of assets or shares (or the equivalent
       thereof) in any undertaking or undertakings that is material in the context of
the Goldshield Group taken as a whole or any change in its share or loan
capital;
2.6.4  (save for transactions between the Wider Goldshield Group and its
wholly-owned subsidiaries) disposed of, or transferred, mortgaged or created,
any security interest over any asset or any right, title or interest in any asset
that is material in the context of the Wider Goldshield Group taken as a whole
or authorised, proposed or announced any intention to do so;
2.6.5made, authorised, proposed or announced an intention to propose any
change in its loan capital which is material in the context of the Goldshield
Group as a whole;
2.6.6  (save for transactions between Goldshield and its wholly-owned
subsidiaries) issued, authorised or proposed or announced an intention to
authorise or propose, the issue of any debentures or (save for transactions
between Goldshield and its wholly-owned subsidiaries or transactions under
existing credit arrangements) incurred any indebtedness or contingent liability
which is material in the context of the Goldshield Group as a whole;
2.6.7  entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, arrangement, agreement, offer or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long-term, unusual or onerous nature or magnitude or which involves or
could involve an obligation of such a nature or magnitude which is, in any
such case material in the context of the Wider Goldshield Group taken as a
whole;
2.6.8  save as agreed by Bidco in writing or other than in the ordinary course
of business, entered into or varied to a material extent or authorised, proposed
or announced its intention to enter into or vary to a material extent the terms
of, or make any offer (which remains open for acceptance) to enter into or
vary to a material extent the terms of, any service agreement with any director
or senior executive of Goldshield;
2.6.9 proposed, agreed to provide or modified the terms of any share option
scheme or any incentive scheme relating to the employment or termination of
employment of any employee of the Wider Goldshield Group save as agreed
by Bidco in writing or other than in the ordinary course of business;
2.6.10  other than in connection with the Offer, implemented or effected, or
authorised, proposed or announced its intention to implement or effect, any
composition, assignment, reconstruction, amalgamation, commitment,
scheme or other offer or arrangement otherwise than in the ordinary course of
business;
2.6.11 purchased, redeemed or repaid or announced a proposal to purchase,
redeem or repay any of its own shares or other securities (or the equivalent)
or reduced or made any other change to or proposed the reduction or other
change to any part of its share capital, save for any shares allotted in
connection with Goldshield Share Schemes or as between Goldshield and any
wholly-owned subsidiary of Goldshield;
2.6.12 (other than in respect of claims between Goldshield and any wholly-
owned subsidiary of Goldshield) waived, compromised or settled any claim
otherwise than in the ordinary course of business which is material in the
context of the business of the Wider Goldshield Group taken as a whole;
2.6.13  save for in the ordinary course of business, terminated or varied the
terms of any agreement or arrangement between any member of the Wider
Goldshield Group and any other person in a manner which would or might
reasonably be expected to have a material adverse effect on the financial
position of the Wider Goldshield Group taken as a whole;
       2.6.14 (save as disclosed on registers publicly available prior to the date of
       this announcement) or as envisaged in accordance with the terms of the
       Scheme made any alteration to its memorandum or articles of association;
       2.6.15    save to the extent agreed to by Bidco in writing or other than in the
       ordinary course of business, made or agreed or consented to any significant
       change to the terms of the trust deeds constituting the pension schemes
       established for its directors and/or employees and/or their dependants or to
       the benefits which accrue, or to the pensions which are payable thereunder, or
       to the basis on which qualification for or accrual or entitlement to such benefits
       or pensions are calculated or determined or to the basis upon which the
       liabilities (including pensions) of such pension schemes are funded or made,
       or agreed or consented to any change to the trustees involving the
       appointment of a trust corporation;
       2.6.16  been unable, or admitted in writing that it is unable, to pay its debts or
       having stopped or suspended (or threatened to stop or suspend) payment of
       its debts generally or ceased or threatened to cease carrying on all or any part
       of any business;
       2.6.17  (other than in respect of a member which is dormant and was solvent
       at the relevant time) taken or proposed any corporate action or had any action
       or proceedings or other steps instituted against it for its winding-up (voluntary
       or otherwise), dissolution or reorganisation or for the appointment of a
       receiver, administrator, administrative receiver, trustee or similar officer of all
       or any material part of its assets or revenues or any analogous proceedings in
       any jurisdiction or appointed any analogous person in any jurisdiction; or
       2.6.18  entered into any agreement, arrangement or commitment or passed
       any resolution or made any proposal or announcement with respect to, or to
       effect, any of the transactions, matters or events referred to in this condition
       2.6;
2.7   save as Disclosed, there having been:
       2.7.1 no adverse change or deterioration having occurred in the business,
       assets, profits, financial or trading position of any member of the Wider
       Goldshield Group which is material in the context of the Wider Goldshield
       Group taken as a whole;
       2.7.2 no criminal investigations, litigation, arbitration proceedings, prosecution
       or other legal proceedings having been announced or instituted by or against
       or remaining outstanding against or in respect of any member of the Wider
       Goldshield Group and no enquiry or investigation by or complaint or reference
       to any Third Party against or in respect of any member of the Wider
       Goldshield Group having been threatened, announced or instituted or
       remaining outstanding, against or in respect of any member of the Wider
       Goldshield Group and which in any such case would or might reasonably be
       expected to have a material adverse effect on the Wider Goldshield Group
       taken as a whole; or
       2.7.3 no contingent or other liability in respect of any member of the Wider
       Goldshield Group having arisen which would or might reasonably be expected
       to adversely affect any member of the Wider Goldshield Group and which in
       any such case is material in the context of Wider Goldshield Group taken as a
       whole; and
       2.7.4  no steps having been taken which are likely to result in the withdrawal,
       cancellation, termination or material modification of any licence held by any
       member of the Wider Goldshield Group which is necessary for the proper
       carrying on of its business and which is material in the context of the Wider
       Goldshield Group taken as a whole; and
2.8   save as Disclosed, Bidco not having discovered:
              2.8.1 that the financial, business or other information concerning the Wider
              Goldshield Group publicly announced at any time prior to 5 p.m. on 24
              September 2009 by or on behalf of any member of the Wider Goldshield
              Group contains a misrepresentation of fact (that was not corrected prior to 5
              p.m. on 24 September 2009) or omits to state a fact necessary to make the
              information contained therein not misleading (and such fact was not otherwise
              Disclosed) and which is, in any case, material in the context of the Wider
              Goldshield Group taken as a whole;
              2.8.2 any information which affects the import of any information publicly
              announced at any time prior to 5 p.m. on 24 September 2009 by or on behalf
              of any member of the Wider Goldshield Group and which is material in the
              context of the Wider Goldshield Group taken as a whole;
              2.8.3    that any member of the Wider Goldshield Group is, subject to any
              liability, contingent or otherwise, which is not disclosed in the Annual Report
              and which is material in the context of the Wider Goldshield Group taken as a
              whole;
              2.8.4  that any past or present member of the Wider Goldshield Group has
              failed to comply with any applicable legislation or regulations of any
              jurisdiction or any notice or requirement of any Third Party with regard to the
              storage, disposal, discharge, spillage, release, leak or emission of any waste
              or hazardous or harmful substance or any substance likely to impair the
              environment or harm human or animal health or otherwise relating to
              environmental matters or that there has been any such storage, presence,
              disposal, discharge, spillage, release, leak or emission (whether or not the
              same constituted non-compliance by any person with any such legislation or
              regulation, and whenever the same may have taken place), any of which non-
              compliance would be likely to give rise to any liability (whether actual or
              contingent) or cost on the part of any member of the Wider Goldshield Group
              and which is material, in the aggregate, in the context of the Wider Goldshield
              Group taken as a whole; or
              2.8.5  there is, or is reasonably likely to be, any obligation or liability (whether
              actual or contingent) to make good, repair, reinstate or clean up any property
              now or previously owned, occupied, operated or made use of or controlled by
              any past or present member of the Wider Goldshield Group under any
              environmental legislation, regulation, notice, circular or order of any Third
              Party in any jurisdiction, in each case to an extent which is material in the
              context of the Wider Goldshield Group taken as a whole.
Part B: Waiver of conditions and further terms of the Offer
       3   Bidco reserves the right to waive, in whole or in part, and subject to the
       requirements of the Panel, all or any of the above conditions, except (i) conditions 1
       and 2.1 and (ii) without the consent of the Panel, condition 2.2. Bidco shall be under
       no obligation to waive or treat as satisfied any of such conditions by a date earlier
       than the date specified above for the satisfaction thereof notwithstanding that the
       other conditions of the Offer may at such earlier date have been waived or fulfilled
       and that there are at such earlier date no circumstances indicating that any such
       conditions may not be capable of fulfilment.
       4   If Bidco is required by the Panel to make an offer for Goldshield Shares under the
       provisions of Rule 9 of the Code, Bidco may make such alterations to any of the
       above conditions as are necessary to comply with the provisions of that Rule.
       5   The Offer will lapse and the Scheme or takeover offer will not proceed if the
       European Commission initiates proceedings under Article 6(1)I of the Regulation or
       the Offer is referred to the Competition Commission before the date of the Court
       Meeting.
Part C: Certain further terms of the Offer
        6    Bidco reserves the right, with the consent of the Panel, to elect to implement the
        Offer by way of a takeover offer. In such event, such offer will (unless otherwise
        agreed) be implemented on the same terms (subject to appropriate amendments) so
        far as applicable, as those which would apply to the Scheme.
        7   The availability of the Offer to persons not resident in the United Kingdom may be
        affected by the laws of the relevant jurisdictions. Persons who are not resident in
        the United Kingdom should inform themselves about and observe any applicable
        requirements.
        8     Goldshield Shares will be acquired pursuant to the Offer fully paid and free from
        all liens, charges, equitable interests, encumbrances, rights of pre-emption and any
        other rights and interests of any nature whatsoever and together with all rights now
        and hereafter attaching thereto, including voting rights and the right to receive and
        retain in full all dividends and other distributions (if any) declared, made or paid on or
        after the date of this announcement.
        9    This announcement and any rights or liabilities arising hereunder, together with
        the Offer and the Scheme, will be governed by English law and will be subject to the
        jurisdiction of the English Courts. The rules and regulations of the FSA and the rules
        contained in the Code, so far as they are appropriate, will apply to the Offer.
        10     Under Rule 13.4 of the City Code, Bidco may only invoke a condition to the Offer
        so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the
        circumstances which give rise to the right to invoke the condition are of material
        significance to Bidco in the context of the Offer. The conditions contained in
        paragraphs 1 and 2.2 of Part A are not subject to this provision of the Code.
                            APPENDIX II
          SOURCES OF INFORMATION AND BASES OF CALCULATION

The value of Goldshield as implied by the offer price stated in paragraph 2 of this
announcement is based on the issued share capital as per the latest filings, adjusted for the
dilutive effect of in-the-money options, being:
        total share capital of 38,367,046 net of treasury shares of 1,650,000 equalling an
         issued share capital of 36,717,046 ordinary shares as per the announcement by
         Goldshield pursuant to Rule 2.10 of the Code on 24 June 2009; and
        115,445 ordinary shares being the maximum number of ordinary shares that can be
         allotted pursuant to in-the-money options.
                                APPENDIX III
                  DETAILS OF IRREVOCABLE UNDERTAKINGS

PART A
The Management Team have given irrevocable undertakings to vote, and in relation to any
Goldshield Shares held in trust, to use reasonable endeavours to procure that the trustees
vote, in favour of the resolutions (excluding the Ordinary Resolution) to be proposed at the
General Meeting in respect of the number of Goldshield Shares set out below:

                                 Number of Goldshield
Name                             Shares                            % of issued share capital
Rakesh Patel                     1,703,997                         4.64
Kirti Patel                      1,971,368                         5.37
Ajay Patel                       495,000                           1.35
Ram Swamy                        0                                 0
TOTAL                            4,170,365                         11.36
These undertakings will cease to have any effect if: (i) the Scheme Document (or offer
document, as applicable) is not published within 28 days of the date of this announcement (or
such later date as the Panel may agree); or (ii) the Scheme (or general offer, as applicable)
does not become effective, lapses or is withdrawn in accordance with its terms.


PART B
The following holders or controllers of Independent Goldshield Shares have given irrevocable
undertakings to vote in favour of the Offer and the Ordinary Resolution:
                                 Number of Goldshield           % of Independent
Name                             Shares                         Goldshield Shares in issue
Mahesh Patel                    2,186,666                        6.72
Quatroville Limited             687,500                          2.11
Silvertide Properties Limited   1,355,000                        4.16
Horizonmist Limited             338,930                          1.04
TOTAL                           4,568,096                        14.04

These undertakings will cease to have any effect if: (i) the Scheme does not become
effective, lapses or is withdrawn in accordance with its terms; or (ii) an offer is announced or
increased by a third party before the Offer becomes unconditional as to acceptances,
provided that such third party's offer is at a price of 506 pence per Goldshield Share or more.
                                       APPENDIX IV
                                       DEFINITIONS

The following definitions apply throughout this announcement unless the context requires
otherwise.

"2006 Act"                              the Companies Act 2006, as amended;
"Annual Report"                         the annual report and accounts of Goldshield for the
                                        year ended 31 March 2009;
"Bidco"                                 Midas Bidco Limited, a company incorporated
                                        in England and Wales under number 06883921;
"Bidco Directors"                       the directors of Bidco as at the date of this
                                        announcement;
"Bidco Group"                           Bidco and its direct and indirect holding companies
                                        (excluding, for the avoidance of doubt, the HgCapital
                                        Funds);
"Business Day"                          a day (other than Saturdays, Sundays and UK public
                                        holidays) on which banks are open for business
                                        in London;
"Capital Reduction"                     the reduction of Goldshield's share capital provided for
                                        by the Scheme;
"City Code" or "Code"                   the City Code on Takeovers and Mergers;
"Closing Price"                         the middle market price of a Goldshield Share at the
                                        close of business on the day to which such price
                                        relates, as derived from the London Stock Exchange
                                        for that day;
"Court"                                 the High Court of Justice in England and Wales;
"Court Meeting(s)"                      the meeting(s) of Scheme Shareholders (and any
                                  adjournment thereof) and/or of classes thereof to be
                                  convened pursuant to an order of the Court under Part
                                  26 of the 2006 Act for the purposes of considering
                                  and, if thought fit, approving the Scheme (with or
                                  without amendment);
"Court Order(s)"                  the order of the Court sanctioning the Scheme under
                                  Part 26 of the 2006 Act and the Reduction Court
                                  Order, respectively, or where the context requires,
                                  either of them;
"CREST"                           a relevant system (as defined in the Regulations) in
                                  respect of which Euroclear is the Operator (as defined
                                  in the Regulations);
"Disclosed"                       disclosed in (i) the Annual Report; (ii) any documents
                                  delivered to any director, officer or employee of Bidco
                                  or any of Bidco's professional advisers engaged in
                                  connection with the Offer on or before 5 p.m. on 24
                                  September 2009 (including, but not limited to, in
                                  minutes of any disclosure meetings that are so
                                  delivered); or (iii) any public announcement by
                                  Goldshield to a Regulatory Information Service on or
                                  before 5 p.m. on 24 September 2009;
"Ernst & Young"                   Ernst & Young LLP, a limited liability partnership
                                  registered in England and Wales under      number
                                  OC300001;
"Forms of Proxy"                  the forms of proxy for use at the Court Meeting and
                                  the General Meeting;
"FSA" or "Financial Services      the Financial Services Authority in its capacity as the
Authority"                        competent authority for the purposes of Part VI of the
                                  FSMA;
"FSMA"                            the Financial Services and Markets Act 2000;
"General Meeting"                 the general meeting of Goldshield Shareholders (and
                                  any adjournment thereof) to be convened in
                                  connection with the Offer;
"Goldshield" or "Company"         Goldshield Group plc;
"Goldshield Articles"             the articles of association of Goldshield;
"Goldshield Employee Trust"       the share based employee benefit trust established on
                                  12 September 2007;
"Goldshield Group"                Goldshield and its subsidiary and associated
                                  undertakings and, where the context permits, each of
                                  them;
"Goldshield                       the holders of Goldshield Shares;
Shareholders" or "Shareholders"
"Goldshield Share Schemes"        the Goldshield Group plc Share Option Plan, the
                                  Goldshield Group plc Long Term Share Incentive Plan
                                  (2007) and the Goldshield Group plc Sharesave
                                  Scheme;
"Goldshield Shares"               the existing unconditionally allotted or issued and fully
                                  paid ordinary shares of 5 pence each in the capital of
                                  Goldshield and any further such ordinary shares
                                  which are unconditionally allotted or issued before the
                                  Scheme becomes effective;
"HgCapital"                       HgCapital LLP, a limited liability partnership registered
                                  in England and Wales under number OC301825;
"HgCapital Funds"                 HgCapital 6 A L.P., HgCapital 6 B L.P., HgCapital 6 C
                                  L.P., HgCapital 6 D L.P., HgCapital 6 E L.P.,
                                  HgCapital 6 Executive Co-Invest, L.P. and HGT 6,
                                  L.P., each managed or advised by HgCapital;
"Independent Goldshield           the committee of directors who are independent in
Directors"                        relation to the Offer, comprising Keith Hellawell, Nick
                                  Woollacott and Paul Edwards;
"Independent Goldshield           Scheme Shareholders other than the Management
Shareholders"                     Team;
"Independent Goldshield Shares"   Goldshield Shares held by Independent Goldshield
                                  Shareholders;
"Listing Rules"                   the rules and regulations made by the Financial
                                  Services Authority in its capacity as the UK Listing
                                  Authority, and contained in the UK Listing Authority's
                                  publication of the same name;
"London Stock Exchange"           London Stock Exchange plc, a public company
                                  incorporated in England and Wales under number
                                  2075721;
"Management Incentivisation       the arrangements between the Bidco Group and the
Arrangements"                     Management Team referred to in paragraph 4 of this
                                  announcement;
"Management Team"                 Ajay Patel, Kirti Patel, Rakesh Patel and Ram Swamy;
"Meeting(s)"                      the Court Meeting and/or the General Meeting, as the
                                  case may be;
"Midas Equityco"                  Midas Equityco S.à r.l., the indirect parent company of
                                  Bidco, further information on which is set out in
                                  paragraph 6.1 of this announcement;
"Numis"                           Numis Securities Limited, independent financial
                                  adviser to Goldshield for the purposes of Rule 3 of the
                                  Code;
"Offer"                           the proposed offer of 460 pence in cash per
                                  Goldshield Share to be made by Bidco to acquire all
                                  of the Goldshield Shares by way of the Scheme,
                                  subject to the terms and conditions set out in the
                                  Scheme Document including, where the context
                                  requires, any subsequent revision, variation,
                                  extension or renewal of such offer or, should it so
                                  elect, by means of an offer;
"Offer Period"                    the period commencing on 24 June 2009 and ending
                                  on the Scheme Effective Date;
"Official List"                   the Official List of the UK Listing Authority;
"Ordinary Resolution"             the ordinary resolution to be proposed at the General
                                  Meeting in accordance with the requirements of the
                                  Code to approve the Management Incentivisation
                                  Arrangements;
"Panel"                           the Panel on Takeovers and Mergers;
"publicly announced"              fairly disclosed in any public announcement by
                                  Goldshield to any Regulatory Information Service or in
                                  its report and accounts for the year ended 31
                                  December 2008;
"Reduction Court Order"            the order of the Court confirming the reduction of
                                   share capital under Section 137 of the Companies Act
                                   1985 (to be replaced by Section 648 of the 2006 Act)
                                   provided for by the Scheme;
"Registrar of Companies"           the Registrar of Companies in England and Wales;
"Regulations"                      the Uncertificated Securities Regulations 2001
                                   (SI2001 No. 3755), as amended from time to time;
"Regulatory Information Service"   any of the services set out in Appendix III to the
                                   Listing Rules;
"Restricted Jurisdiction"          any jurisdiction where extension or acceptance of the
                                   Offer would violate the law of that jurisdiction;
"Scheme"                           the proposed scheme of arrangement under Part 26
                                   of the 2006 Act, the full terms of which will be set out
                                   in the Scheme Document with or subject to any
                                   modification, addition or condition which Bidco may
                                   agree, and if required, the Court may approve or
                                   impose;
"Scheme Document"                  the document to be sent to the Goldshield
                                   Shareholders, containing and setting out the Scheme
                                   and the notices convening the Court Meetings and the
                                   General Meeting;
"Scheme Effective Date"            the date on which the Scheme becomes effective in
                                   accordance with its terms;
"Scheme Record Time"               6.00 p.m. on the Business Day immediately preceding
                                   the date on which the Court sanctions the Scheme
                                   and confirms the Reduction Court Order;
"Scheme Shareholders"              holders of Scheme Shares from time to time;
"Scheme Shares"                    the Goldshield Shares:
                                             i.    in issue at the date of the Scheme
                                                   Document;
                                             ii.   (if any) issued after the date of the
                                                   Scheme Document and before the
                                                   Voting Record Time; and
                                            iii.    (if any) issued at or after the Voting
                                                    Record Time and prior to the Scheme
                                                    Record time, on terms that the holder
                                                    shall be bound by the Scheme or, in
                                                    the case of any subsequent holders of
                                                    any such shares issued prior to the
                                                    adoption of the amendment to the
                                                    Goldshield Articles to be adopted at
                                                    the General Meeting, in respect of
                                                    which the holder shall have agreed in
                                                    writing to be bound by this Scheme,
                                   in each case excluding any Goldshield Shares legally
                                   or beneficially owned by members of the Bidco Group;
"Third Party Offer"                an offer (whether or not subject to any pre-conditions
                                   and whether or not taking the form of an offer, a
                                   scheme of arrangement or other structure), or any
                                   revisions thereof, proposed by a third party which is
                                   not acting in concert with Bidco and the purpose of
                                   which is to enable that third party (or any other
                                   person) to acquire all or a significant proportion (being
                                        30 per cent. or more when aggregated with shares
                                        already held by the third party and anybody acting in
                                        concert with that third party) of the issued ordinary
                                        share capital of Goldshield or all or a significant
                                        proportion (being 30 per cent. or more) of its
                                        undertaking, assets or business, or any other
                                        arrangement or transaction or series of the same
                                        which would be inconsistent with the implementation
                                        of the Offer or the exercise of Bidco's rights under Part
                                        28 of the 2006 Act;
"United Kingdom" or "UK"                the United Kingdom of Great Britain and Northern
                                        Ireland
"United States" or "US"                 the United States of America, its territories and
                                        possessions, any State of the United States of
                                        America and the District of Columbia;
"Voting Record Time"                    the time to be set out in the Scheme;
"Wider Bidco Group"                     Bidco, its subsidiary undertakings, associated
                                        undertakings and any other undertakings in which that
                                        company and such undertakings (aggregating their
                                        interests) have a substantial interest; and
"Wider Goldshield Group"                Goldshield, its subsidiary undertakings, associated
                                        undertakings and any other undertakings in which that
                                        company and such undertakings (aggregating their
                                        interests) have a substantial interest.

For the purposes of this announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given thereto by
the 2006 Act, but for this purpose ignoring paragraph 20(1)(b) of Schedule 4A of the
Companies Act 1985.
All the times referred to in this announcement are London times unless otherwise stated.
References to the singular include the plural and vice versa.
£ and pence means pounds and pence sterling, the lawful currency of the United Kingdom.

				
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