TIDMTHT
RNS Number : 7850Q
Ferrero International SA
22 June 2015
Not for release, publication or distribution in whole or in
part, directly or indirectly in or into or from any jurisdiction
where to do so would constitute a violation of the laws or
regulations of such jurisdiction.
FOR IMMEDIATE RELEASE
22 June 2015
RECOMMENDED CASH OFFER
by
FERHOLDING UK LTD a wholly owned subsidiary of
FERRERO INTERNATIONAL S.A.
for
THORNTONS PLC
Summary
-- The Boards of Ferrero International S.A. ("Ferrero") and
Thorntons PLC ("Thorntons") are pleased to announce that they have
reached agreement on the terms of a recommended cash offer to be
made by Ferholding UK Ltd ("Ferholding") (a wholly-owned subsidiary
of Ferrero) for the entire issued and to be issued ordinary share
capital of Thorntons.
-- The Offer will be 145 pence in cash for each Thorntons Share.
-- The Offer values the fully diluted share capital of Thorntons
at approximately GBP111.9 million.
-- Ferholding has today acquired the entire holding of Crystal
Amber, the entire holdings of John von Spreckelsen (and his wife)
and part of the holding of Hotchkis & Wiley in Thorntons at the
Offer Price. These holdings together total 18,707,841 Thorntons
Shares, representing approximately 27.14 per cent. of the issued
share capital of Thorntons as at the date of this announcement.
-- Ferholding has also today acquired the entire holdings of
certain of the Thorntons Directors who hold Thorntons Shares (being
Paul Wilkinson and Jonathan Hart) and the majority of the holding
of Michael Killick, another Thorntons Director, at the Offer Price.
Ferholding has also acquired the Shares held by Jonathan Hart's
wife and children. These holdings together total 1,901,800
Thorntons Shares, representing approximately 2.76 per cent. of the
issued share capital of Thorntons as at the date of this
announcement.
-- Ferholding therefore owns 29.90 per cent. of the total issued
share capital of Thorntons as at the date of this announcement.
-- In addition, Ferholding has received irrecovable undertakings
to accept or procure the acceptance of the Offer from Hotchkis
& Wiley in respect of its remaining 2,921,411 Thorntons Shares,
representing approximately 4.24 per cent. of the issued share
capital of Thorntons as at the date of this announcement.
Ferholding has also received irrevocable undertakings to accept or
procure the acceptance of the Offer at the Offer Price in respect
of the holdings of certain other of the Thorntons Directors (being
Diana Houghton, Barry Bloomer and Martin George) who hold Thorntons
Shares. These holdings together total 155,084 Thorntons Shares,
representing approximately 0.22 per cent. of the issued share
capital of Thorntons as at the date of this announcement.
-- In aggregate, therefore, Ferholding holds or has received
irrevocable undertakings to accept or procure the acceptance of the
Offer in respect of 23,686,136 Thorntons Shares, representing
approximately 34.36 per cent. of the issued share capital of
Thorntons as at the date of this announcement, including those
holdings of the Thorntons Directors (and/or those of their close
family as relevant).
-- The Offer represents a premium of approximately:
-- 42.9 per cent. over the closing middle market price of 101.5
pence per Thorntons Share on 19 June 2015, the business day
immediately prior to the commencement of the Offer Period;
-- 66.6 per cent. over the average closing middle market price
per Thorntons Share of 87.1 pence over the three month period ended
19 June 2015, the business day immediately prior to the
commencement of the Offer Period;
-- 72.3 per cent. over the average closing middle market price
per Thorntons Share of 84.2 pence over the six month period ended
19 June 2015, the business day immediately prior to the
commencement of the Offer Period; and
-- 49.1 per cent. over the average closing middle market price
per Thorntons Share of 97.2 pence over the twelve month period
ended 19 June 2015, the business day immediately prior to the
commencement of the Offer Period.
-- Ferholding was incorporated in England and Wales on 12 June
2015 for the specific purpose of making the Offer. Ferholding is a
wholly owned subsidiary of Ferrero.
-- The Thorntons Directors, who have been so advised by Investec
as to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable. In providing its advice to the
Thorntons Directors, Investec has taken into account the commercial
assessments of the Board.
-- Accordingly, the Thorntons Directors intend to recommend
unanimously that Thorntons Shareholders accept the Offer.
-- The Offer is subject to a number of Conditions and further
terms, certain of which are set out in Appendix 1 to this document.
The full terms and conditions of the offer will be set out in the
Offer Document.
Commenting on the Offer, Paul Wilkinson (Chairman of Thorntons)
said:
"Ferrero is offering our shareholders an attractive premium to
the average price of Thorntons' shares over the last three months.
Although the prospects for Thorntons as an independent company
remain strong as the Company embarks on the next phase of its
strategy, the Board of Thorntons also recognises the potential
benefits to the brand and the business, including employees and all
stakeholders from combining with the Ferrero Group. Ferrero is a
successful global confectionery business with a strong family
heritage and as such represents a good cultural fit for Thorntons.
The Board of Thorntons therefore has given its unanimous
recommendation for the Offer from Ferrero."
Commenting on the Offer, Giovanni Ferrero (CEO of Ferrero)
said:
"Our business was founded nearly 60 years ago out of a passion
for chocolate and with a commitment to quality. We delivered our
best ever results in the UK in 2014, giving us confidence that now
is the right time to broaden our roots in this important
market.
This transactions brings together two highly complementary
businesses, but more importantly it unites two companies that share
the same passion for growing brands, and a proud heritage, drive
and culture built upon their family foundations.
We have long admired Thortons and what they have achieved in the
UK as demonstrated by their tremendous customer loyalty, and we
look forward to working with their experienced team."
This summary should be read in conjunction with the full text of
the following announcement including the Appendices. The Conditions
and certain further terms of the Offer are set out in Appendix 1 to
this announcement. Appendix 2 sets out the sources and bases of
certain financial and other information contained in this
announcement. Appendix 3 contains further details of the
irrevocable undertakings to accept or procure the acceptance of the
Offer received by Ferholding and Appendix 4 contains the
definitions of certain terms used in this announcement.
Enquiries
Rothschild (Ferrero financial Tel: 020 7280 5000
adviser)
Akeel Sachak
Jonathan Dale
Rupert Howard
Peel Hunt (Ferrero broker) Tel: 020 7418 8900
Dan Webster
Alastair Rae
Smithfield (Ferrero PR adviser) Tel: +44 (0)20 7360 4900
John Kiely
Alex Simmons
Investec Bank plc (Thorntons Tel: 020 7597 4000
financial adviser and broker)
Chris Treneman
David Flin
Cardew Group (Thorntons PR Tel: 020 7930 0777
adviser)
Anthony Cardew
Nadja Vetter
Further Information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer to
sell or subscribe for or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise, nor shall there be
any sale, issuance or transfer of securities of Thorntons in any
jurisdiction in contravention of applicable law. This announcement
does not constitute a prospectus or prospectus equivalent
document.
Any acceptance or other response to the Offer should only be
made on the basis of information contained in the Offer Document
(which will contain the full terms and conditions of the Offer)
and, in the case of Thorntons Shares held in certificated form, the
Form of Acceptance. Thorntons Shareholders are advised to read the
formal documentation in relation to the Offer carefully in its
entirety before making a decision with respect to the Offer.
Please be aware that addresses, electronic addresses and certain
other information provided by Thorntons Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Thorntons may be provided to
Ferrero and Ferholding during the Offer Period as required under
Section 4 of Appendix 4 of the City Code.
Rothschild, which is authorised by the PRA and regulated by the
PRA and FCA in the United Kingdom, is acting exclusively as
financial adviser to Ferrero and Ferholding and no-one else in
connection with the Offer and will not be responsible to anyone
other than Ferrero and Ferholding for providing the protections
afforded to clients of Rothschild nor for providing advice in
relation to the Offer or any other matters referred to herein.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as broker to Ferrero and
Ferholding and no-one else in connection with the Offer and will
not be responsible to anyone other than Ferrero and Ferholding for
providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the Offer or any other matters
referred to herein.
Investec, which is authorised by the PRA and regulated in the
United Kingdom by the PRA and the FCA, is acting exclusively for
Thorntons and for no-one else in connection with the matters set
out in this announcement and will not regard any other person as
its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Thorntons for providing the protections afforded to clients of
Investec nor for providing advice in relation to the Offer or any
other matter or arrangement referred to in this announcement.
No person has been authorised to make any representations on
behalf of Ferrero, Ferholding, Thorntons or their associates
concerning the Offer which are inconsistent with the statements
contained herein, and any such representations, if made, may not be
relied upon as having been so authorised.
No person should construe the contents of this announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law and the
availability of the acquisition by Ferholding of Thorntons to
Thorntons Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. In
particular, the Offer will not be made directly or indirectly into
any Restricted Jurisdiction. Therefore persons into whose
possession this announcement comes who are not resident in the
United Kingdom should inform themselves about, and observe, any
applicable restrictions. Thorntons Shareholders who are in any
doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. Any
failure to comply with such restrictions may constitute a violation
of the securities laws of any such jurisdiction and, to the fullest
extent permitted by applicable law, Ferrero, Ferholding, Thorntons
(and their respective associates) disclaim any responsibility or
liability for the violation of such restrictions by any person.
The Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or any means of instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction and
will not be capable of acceptance by any such use, means,
instrumentality or facility or from or within any Restricted
Jurisdiction. Accordingly, except as required by applicable law,
copies of this announcement are not being, and may not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving this announcement
(including without limitation nominees, trustees or custodians)
must not forward, distribute or send it into any Restricted
Jurisdiction.
This announcement has been prepared for the purposes 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.
Further information in relation to Thorntons Shareholders who
are resident in, ordinarily resident in, or citizens of,
jurisdictions outside the United Kingdom will be set out in the
Offer Document.
Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
It should be noted that, for the purposes of the above summary
of Rule 8 of the City Code, Ferholding is not treated as a paper
offeror and therefore there is no requirement to disclose interests
or dealings in shares of Ferholding or Ferrero under Rule 8 of the
City Code.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, Thorntons
confirms that as the date of this announcement, it has in issue and
admitted to trading on the main market of the London Stock Exchange
68,928,568 ordinary shares of 10 pence each. The International
Securities Identification Number (ISIN) of the Thorntons Shares is
GB0008901935.
Forward-looking statements
This announcement contains certain forward-looking statements,
including statements regarding Ferrero's, Ferholding's and
Thorntons' plans, objectives and expected performance. Such
statements relate to events and depend on circumstances that will
occur in the future and are subject to risks, uncertainties and
assumptions. There are a number of factors which could cause actual
results and developments to differ materially from those expressed
or implied by such forward looking statements which are beyond the
control of Ferrero, Ferholding and Thorntons, including, among
others the enactment of legislation or regulation that may impose
costs or restrict activities; the re-negotiation or termination of
contracts or licences; fluctuations in demand and pricing in the
dairy industry; fluctuations in exchange controls; changes in
government policy and taxations; industrial disputes; war and
terrorism. The reader is cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date of
this document.
Neither Ferrero nor Ferholding nor Thorntons undertakes any
obligation to update or revise any forward looking statement in
this announcement except as required by applicable law or
regulation.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of any
member of the Ferrero Group, the Thorntons Group or the enlarged
Ferrero Group following completion of the Offer unless otherwise
stated.
Publication of this announcement
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdictions, on http://www.ferholding.com and
http://investors.thorntons.co.uk by no later than 12 noon on 23
June 2015.
The contents of Ferrero's website, Ferholding's website and
Thorntons' website are not incorporated into and do not form part
of this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Not for release, publication or distribution in whole or in
part, directly or indirectly in or into or from any jurisdiction
where to do so would constitute a violation of the laws or
regulations of such jurisdiction.
22 June 2015
RECOMMENDED CASH OFFER
for
Thorntons PLC
by
Ferholding
1. Introduction
The boards of Ferrero and Thorntons are pleased to announce the
terms of a recommended cash offer, to be made by Ferholding (a
wholly owned subsidiary of Ferrero), for the whole of the issued
and to be issued ordinary share capital of Thorntons not already
owned (or contracted to be acquired) by Ferholding.
2. The Offer
The Offer, which will be subject to the conditions and principal
further terms referred to in Appendix 1 of this announcement and to
be set out in the Offer Document and where appropriate the Form of
Acceptance, will be made on the following basis:
For each Thorntons Share 145p in cash
The Offer values the fully diluted share capital of Thorntons at
approximately GBP111.9 million.
The Offer represents a premium of approximately:
-- 42.9 per cent. over the closing middle market price of 101.5
pence per Thorntons Share on 19 June 2015, the business day
immediately prior to the commencement of the Offer Period;
-- 66.6 per cent. over the average middle market closing price
per Thorntons Share of 87.1 pence over the three month period ended
19 June 2015, the business day immediately prior to the
commencement of the Offer Period;
-- 72.3 per cent. over the average middle market closing price
per Thorntons Share of 84.2 pence over the six month period ended
19 June 2015, the business day immediately prior to the
commencement of the Offer Period; and
-- 49.1 per cent. over the average middle market closing price
per Thorntons Share of 97.2 pence over the twelve month period
ended 19 June 2015, the business day immediately prior to the
commencement of the Offer Period.
Ferholding owns 20,609,641 Thorntons Shares representing 29.90
per cent. of the issued share capital of Thorntons as at the date
of this announcement.
3. Recommendation
The Thorntons Directors, who have been so advised by Investec as
to the financial terms of the Offer, consider the terms of the
Offer to be fair and reasonable and intend to recommend unanimously
that Thorntons Shareholders accept the Offer. Those of the
Thorntons Directors that have not already sold their Thorntons
Shares to Ferholding have irrevocably undertaken to accept the
Offer in respect of their own beneficial holdings in Thorntons
Shares (as described in paragraph 4 below (and other than in
respect of part of Michael Killick's holdings).
In providing advice to the Thorntons Directors, Investec has
taken into account the commercial assessment of the Thorntons
Directors.
4. Share purchases and irrevocable commitments
Ferholding has today acquired the entire holding of Crystal
Amber, the entire holding of John von Spreckelsen (and his wife)
and part of the holding of Hotchkis & Wiley in Thorntons in
each case at the Offer Price. These holdings together total
18,707,841 Thorntons Shares, representing approximately 27.14 per
cent. of the issued share capital of Thorntons as at the date of
this announcement.
Ferholding has also today acquired the entire holdings of
certain of the Thorntons Directors who hold Thorntons Shares (being
Paul Wilkinson and Jonathan Hart) and the majority of the holding
of Michael Killick, another Thorntons Director, in each case at the
Offer Price. Ferholding has also acquired the Shares held by
Jonathan Hart's wife and children at the Offer Price. These
holdings together total 1,901,800 Thorntons Shares, representing
approximately 2.76 per cent. of the issued share capital of
Thorntons as at the date of this announcement.
Ferholding therefore owns 29.90 per cent. of the total issued
share capital of Thorntons as at the date of this announcement.
In addition, Ferholding has received irrevocable undertakings to
accept or procure the acceptance of the Offer at the Offer Price
from Hotchkis & Wiley, in respect of its remaining 2,921,411
Thorntons Shares, representing approximately 4.24 per cent. of the
issued share capital of Thorntons as at the date of this
announcement. Ferholding has also received irrevocable undertakings
to accept or procure the acceptance of the Offer at the Offer Price
in respect of the holdings of certain other of the Thorntons
Directors (being Diana Houghton, Barry Bloomer and Martin George)
who hold Thorntons Shares. These holdings together total 155,084
Thorntons Shares, representing approximately 0.22 per cent. of the
issued share capital of Thorntons as at the date of this
announcement.
In aggregate, therefore, Ferholding holds or has received
irrevocable undertakings to accept or procure the acceptance of the
Offer in respect of 23,686,136 Thorntons Shares, representing
approximately 34.36 per cent. of the issued share capital of
Thorntons as at the date of this announcement.
Further details of the irrevocable undertakings to accept the
Offer are set out in Appendix 3 to this announcement
5. Antitrust
The acquisition of control by Ferholding over Thorntons pursuant
to the Offer (assuming it is successful) gives rise to a
notification obligation to the European Commission under the EU
Merger Regulation.
Ferholding is currently engaged in pre-notification discussions
with the European Commission in relation to the Offer and is
optimistic of a positive outcome.
Pursuant to Article 7(2) of the EU Merger Regulation, Ferholding
is entitled to purchase Thorntons Shares before approval of the
Offer is received. However, pending such approval, Ferholding will
(absent the receipt of an express derogation from the European
Commission) not exercise any voting rights attached to those
shares.
6. Background to and reasons for the Offer
The UK confectionery market has proven its resilience amidst a
backdrop of significant fluctuations in the global economic
environment.
The combination of Ferrero and Thorntons brings together two
complementary players in the confectionery industry - Thorntons as
an established and historic chocolate brand in the United Kingdom
and Ferrero as an admired and successful global confectionery
player.
Both Ferrero and Thorntons have rich family histories and shared
values which will provide a sound foundation for a successful
partnership.
Ferrero already has an established presence in the United
Kingdom and has operated in the market since 1966. The UK has been
a successful market for Ferrero and the management aims to expand
Ferrero's presence in this strategically important market.
Ferrero has long been an admirer of the Thorntons brand, which
continues to exhibit strong awareness in the UK. As a result, the
combination of the Ferrero Group and Thorntons will present
opportunities for an enhanced consumer proposition across multiple
confectionery categories.
7. Information on Thorntons
Established by Joseph William Thornton in 1911, Thorntons is an
established and historic chocolate brand in the UK, operating
across both retail and FMCG categories. It currently has 242 own
stores and cafes across the UK and Ireland and a franchise estate
of 158 outlets.
Thorntons operates a manufacturing facility in Alfreton,
Derbyshire, where it employs around 1,500 of its approximately
c.3,500 people.
Around 3 per cent. of Thorntons' group revenues are currently
generated overseas.
Thorntons reported revenues of GBP222.4m and operating profit of
GBP8.6m for the year ended 28 June 2014.
The company has been listed on the London Stock Exchange since
1988.
8. Information on Ferrero
Ferrero is the holding company of the Ferrero Group which is a
producer of foodstuffs, active in the manufacturing and sale of
confectionery and other sweet products (e.g. chocolate
confectionery, candies, snacks and sweet spreads). Since 2013, the
Ferrero Group is also active in the purchase and commercialization
of edible nuts, and in particular hazelnuts. Ferrero, the parent
company of the Ferrero Group, is the controlling company of
Ferholding.
The Ferrero Group is a leading global manufacturer of branded
chocolate and confectionery products which are present in over 160
countries. Ferrero is the manufacturer of a range of products
including its well-known "Ferrero Rocher","Kinder", "Nutella" and
"Tic Tac" brands.
The Ferrero Group reported annual turnover of EUR8.4bn for the
year ended 31 August 2014 and employs approximately 27,000
people.
Further information relating to Ferrero and Ferholding is
contained in the Offer Document.
9. Ferrero's intentions in respect of Thorntons and its employees / business locations
Following completion of the Offer, Ferrero intends to work with
the management and employees of Thorntons to grow the business,
utilising the strong brands of each of Ferrero and Thorntons.
The first step to achieving this goal will be conducting a
strategic and operational review of Thorntons' business and
operations (the "Strategic Review") to identify opportunities
arising, team alignment and other synergies.
Pending the outcome of the Strategic Review, Ferrero cannot be
certain what, if any, repercussions there will be for the locations
of Thorntons' places of business, or the redeployment of Thorntons'
fixed assets or employees and currently has no firm intentions in
relation to the foregoing.
Ferrero has, however, confirmed to the Thorntons Board as
follows:
-- Ferrero attaches great importance to the skills and
experience of the existing management and employees of Thorntons
and confirms that, following completion of the Offer, the existing
employment rights (including pension entitlements) of Thorntons
employees will be safeguarded.
-- Ferrero has great respect for the history and heritage of
Thorntons and intends to maintain the Thorntons brand following
completion of the Offer.
-- Ferrero intends to retain Thorntons' Alfreton factory following completion of the Offer.
It is intended that, upon the Offer becoming or being declared
wholly unconditional, each of the non-executive directors of
Thorntons will resign from his or her position as a Thorntons
Director.
10. Pension schemes
Ferholding intends that, following the Offer becoming or being
declared wholly unconditional, Thorntons will continue to comply
with all of its obligations under relevant pension schemes (as
defined in the City Code) as principal employer, including its
commitment to make employer contributions and current arrangements
for funding any scheme deficit in respect of such schemes to the
extent required by the UK Pensions Regulator.
It is not expected that the relevant pension schemes (as defined
in the City Code) will be reopened to new entrants or future
benefit accrual.
11. Financing of Offer
The cash consideration payable under the Offer will be provided
from Ferholding's existing cash resources. Rothschild is satisfied
that Ferholding has the necessary financial resources available to
it to satisfy in full the cash consideration payable to Thorntons
Shareholders pursuant to the terms of the Offer.
12. New Thorntons Shares
The Offer will extend, subject to the conditions and principal
further terms referred to in Appendix 1 of this announcement, to
any Thorntons Shares unconditionally allotted or issued on the date
the Offer is made and to any further Thorntons Shares
unconditionally allotted or issued while the Offer remains open for
acceptance (or such earlier date as Ferholding may, subject to the
City Code, decide), including any Thorntons Shares unconditionally
allotted or issued on the exercise of options under the Thorntons
Share Schemes. To the extent such options are not exercised and if
the Offer becomes unconditional in all respects, Ferholding will
make appropriate proposals to optionholders in due course.
13. Disclosure of interests in Thorntons
Save in respect of the irrevocable undertakings and holdings
referred to in paragraph 4 above and as disclosed below, as at the
close of business on 19 June 2015 (being the last practicable date
prior to the date of this announcement) neither Ferrero, nor any of
its directors, nor, so far as Ferrero is aware, any person acting
in concert (within the meaning of the City Code) with it has (i)
any interest in or right to subscribe for any relevant securities
of Thorntons, nor (ii) any short positions in respect of relevant
Thorntons Shares (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, nor
(iii) borrowed or lent any relevant Thorntons Shares (including,
for these purposes, any financial collateral arrangements of the
kind referred to in Note 4 on Rule 4.6 of the City Code).
Any relevant details in respect of Ferrero's concert parties
will be included in the Opening Position Disclosure in accordance
with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.
14. Delisting and compulsory acquisition of Thorntons Shares
As soon as it is appropriate to do so, and subject to the Offer
becoming or being declared unconditional in all respects and
subject to any applicable requirements of the UK Listing Authority,
Ferholding intends to procure that Thorntons applies to the UK
Listing Authority for the listing of the Thorntons Shares on the
Official List to be cancelled and to the London Stock Exchange for
the admission to trading of the Thorntons Shares to be cancelled.
It is anticipated that such cancellations will take effect no
earlier than twenty business days after Ferholding has by virtue of
its shareholdings and acceptances of the Offer, acquired or agreed
to acquire issued share capital carrying 75 per cent. of the voting
rights attaching to Thorntons Shares. Delisting would significantly
reduce the liquidity and marketability of any Thorntons Shares in
respect of which acceptances of the Offer are not submitted.
If sufficient acceptances are received, Ferholding intends to
apply the provisions of section 974 to 991 Companies Act 2006 to
acquire compulsorily any outstanding Thorntons Shares to which the
Offer relates.
15. General
The Offer Document setting out details of the Offer is being
published and despatched to Thorntons Shareholders today and is
available at http://investors.thorntons.co.uk.
Any person who has received this announcement in electronic form
or by means of a website publication may request a copy of this
announcement in hard copy form and may request that all future
documents, announcements and information sent to him in relation to
the Offer be in hard copy form. Unless so requested, a hard copy of
this announcement will not be sent.
This announcement and all future documents, announcements and
information can be requested in hard copy form (free of charge), by
submitting a request in writing to Capita Asset Services, 34
Beckenham Road, Beckenham, Kent BR3 4TU or by telephone to Capita
Asset Services on 0371 664 0321 or if calling from outside the UK
on +44 (0) 208 639 3399. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. We
are open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding
public holidays in England and Wales. Please note that Capita Asset
Services cannot provide any financial, legal or tax advice and
calls may be recorded and monitored for security and training
purposes.
A copy of this announcement together with the documents listed
at paragraph 16 below will be published on Ferholding's website at
http://www.ferholding.com.
The conditions and certain further terms of the Offer are set
out in Appendix 1 to this announcement. Appendix 2 contains sources
and bases of certain information. Appendix 3 contains further
details of the irrevocable undertakings to accept or procure the
acceptance of the Offer received by Ferholding and Appendix 4
contains the definitions of certain terms used in this
announcement.
16. Documents published on a website
The following documents will be made available on Ferholding's
website (http://www.ferholding.com).
-- a copy of this announcement and the Offer Document
-- the irrevocable commitments referred to in Appendix 3.
Enquiries
Rothschild (Ferrero financial Tel: 020 7280 5000
adviser)
Akeel Sachak
Jonathan Dale
Rupert Howard
Peel Hunt (Ferrero broker) Tel: 020 7418 8900
Dan Webster
Alastair Rae
Smithfield (Ferrero PR adviser) Tel: +44 (0)20 7360 4900
John Kiely
Alex Simmons
Investec Bank plc (Thorntons Tel: 020 7597 4000
financial adviser and broker)
Chris Treneman
David Flin
Cardew Group (Thorntons PR Tel: 020 7930 0777
adviser)
Anthony Cardew
Nadja Vetter
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of, any offer to
sell or subscribe for or an invitation to purchase or subscribe for
any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Offer or otherwise, nor shall there be
any sale, issuance or transfer of securities of Thorntons in any
jurisdiction in contravention of applicable law. This announcement
does not constitute a prospectus or prospectus equivalent
document.
Any acceptance or other response to the Offer should only be
made on the basis of information contained in the Offer Document
(which will contain the full terms and conditions of the Offer)
and, in the case of Thorntons Shares held in certificated form, the
Form of Acceptance. Thorntons Shareholders are advised to read the
formal documentation in relation to the Offer carefully in its
entirety before making a decision with respect to the Offer.
Please be aware that addresses, electronic addresses and certain
other information provided by Thorntons Shareholders, persons with
information rights and other relevant persons in connection with
the receipt of communications from Thorntons may be provided to
Ferrero and Ferholding during the Offer Period as required under
Section 4 of Appendix 4 of the City Code.
Rothschild, which is authorised by the PRA and regulated by the
FCA and the PRA in the United Kingdom, is acting exclusively as
financial adviser to Ferrero and Ferholding and no-one else in
connection with the Offer and will not be responsible to anyone
other than Ferrero and Ferholding for providing the protections
afforded to clients of Rothschild nor for providing advice in
relation to the Offer or any other matters referred to herein.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as broker to Ferrero and
Ferholding and no-one else in connection with the Offer and will
not be responsible to anyone other than Ferrero and Ferholding for
providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the Offer or any other matters
referred to herein.
Investec, which is authorised by the PRA and regulated in the
United Kingdom by the PRA and the FCA, is acting exclusively for
Thorntons and for no-one else in connection with the matters set
out in this announcement and will not regard any other person as
its client in relation to the matters referred to in this
announcement and will not be responsible to anyone other than
Thorntons for providing the protections afforded to clients of
Investec nor for providing advice in relation to the Offer or any
other matter or arrangement referred to in this announcement.
No person has been authorised to make any representations on
behalf of Ferrero, Ferholding, Thorntons or their associates
concerning the Offer which are inconsistent with the statements
contained herein, and any such representations, if made, may not be
relied upon as having been so authorised.
No person should construe the contents of this announcement as
legal, financial or tax advice and any interested person should
consult its own advisers in connection with such matters.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law and the
availability of the acquisition by Ferholding of Thorntons to
Thorntons Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions. In
particular, the Offer will not be made directly or indirectly into
any Restricted Jurisdiction. Therefore persons into whose
possession this announcement comes who are not resident in the
United Kingdom should inform themselves about, and observe, any
applicable restrictions. Thorntons Shareholders who are in any
doubt regarding such matters should consult an appropriate
independent adviser in the relevant jurisdiction without delay. Any
failure to comply with such restrictions may constitute a violation
of the securities laws of any such jurisdiction and, to the fullest
extent permitted by applicable law, Ferrero, Ferholding, Thorntons
and their associate) disclaim any responsibility or liability for
the violation of such restrictions by any person.
The Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or any means of instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction and
will not be capable of acceptance by any such use, means,
instrumentality or facility or from or within any Restricted
Jurisdiction. Accordingly, except as required by applicable law,
copies of this announcement are not being, and may not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving this announcement
(including without limitation nominees, trustees or custodians)
must not forward, distribute or send it into any Restricted
Jurisdiction.
This announcement has been prepared for the purposes 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.
Further information in relation to Thorntons Shareholders who
are resident in, ordinarily resident in, or citizens of,
jurisdictions outside the United Kingdom will be set out in the
Offer Document.
Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
It should be noted that, for the purposes of the above summary
of Rule 8 of the City Code, Ferholding is not treated as a paper
offeror and therefore there is no requirement to disclose interests
or dealings in shares of Ferholding or Ferrero under Rule 8 of the
City Code.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the City Code, Thorntons
confirms that as the date of this announcement, it has in issue and
admitted to trading on the main market of the London Stock Exchange
68,928,568 ordinary shares of 10 pence each. The International
Securities Identification Number (ISIN) of the Thorntons Shares is
GB0008901935.
Forward-looking statements
This announcement contains certain forward-looking statements,
including statements regarding Ferrero's, Ferholding's and
Thorntons' plans, objectives and expected performance. Such
statements relate to events and depend on circumstances that will
occur in the future and are subject to risks, uncertainties and
assumptions. There are a number of factors which could cause actual
results and developments to differ materially from those expressed
or implied by such forward looking statements which are beyond the
control of Ferrero, Ferholding and Thorntons, including, among
others the enactment of legislation or regulation that may impose
costs or restrict activities; the re-negotiation or termination of
contracts or licences; fluctuations in demand and pricing in the
dairy industry; fluctuations in exchange controls; changes in
government policy and taxations; industrial disputes; war and
terrorism. The reader is cautioned not to place undue reliance on
these forward-looking statements which speak only as at the date of
this document.
Neither Ferrero nor Ferholding nor Thorntons undertakes any
obligation to update or revise any forward looking statement in
this announcement except as required by applicable law or
regulation.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of any
member of the Ferrero Group, the Thorntons Group or the enlarged
Ferrero Group following completion of the Offer unless otherwise
stated.
Publication of this announcement
A copy of this announcement will be available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdictions, on http://www.ferholding.com and
http://investors.thorntons.co.uk by no later than 12 noon on 23
June 2015.
The contents of Ferrero's website, Ferholding's website and
Thorntons' website are not incorporated into and do not form part
of this announcement.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Appendix 1
Conditions and certain further terms of the Offer
Conditions of the Offer
Except where the context otherwise requires, references in this
Appendix to:
(a) the"Offer" include any revision or extension of it; and
(b) the Offer "becoming unconditional" include references to the
Offer being declared unconditional, and are to be construed as
references to the Offer becoming unconditional as to acceptances
whether or not any other condition of the Offer remains to be
fulfilled.
1. The Offer will be subject to the conditions listed below.
1.1 Valid acceptances being received (and not, where permitted,
withdrawn) by 1.00 pm (London time) on the first closing date of
the Offer (or such later time(s) and/or date(s) as Ferholding may
(subject to the City Code) decide) in respect of not less than 90
per cent. (or such lesser percentage as Ferholding may decide) in
nominal value of the Thorntons Shares to which the Offer relates
and not less than 90 per cent. (or such lesser percentage as
Ferrero may decide) of the voting rights carried by the Thorntons
Shares to which the Offer relates, provided that this condition
will not be satisfied unless Ferholding and/or its wholly-owned
subsidiaries shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, Thorntons Shares carrying in
aggregate more than 50 per cent. of the voting rights then normally
exercisable at general meetings of Thorntons (including for this
purpose to the extent, if any, required by the Panel any votes
attributable to Thorntons Shares which are unconditionally allotted
or issued before the Offer becomes or is declared unconditional as
to acceptances, whether pursuant to the exercise of conversion or
subscription rights or otherwise).
For the purpose of this condition:
(a) the expression "Thorntons Shares to which the Offer relates"
shall be construed in accordance with sections 974-991 of the
Companies Act 2006; and
(b) Thorntons Shares which have been unconditionally allotted
but not issued shall be deemed to carry the votes which they will
carry upon issue.
1.2 Where the proposed acquisition of Thorntons by Ferholding
constitutes a concentration with a Community Dimension within the
meaning of Council Regulation (EC) 139/2004 (as amended) ("EU
Merger Regulation"), it being established in terms satisfactory to
Ferrero that the European Commission has decided not to initiate
proceedings in respect of the proposed acquisition or any matters
arising from it under Article 6(1)(c) of the EU Merger Regulation,
or to make a referral to the UK Competition and Markets Authority
under Article 9(1) of the EU Merger Regulation.
1.3 Where the proposed acquisition of Thorntons by Ferholding
constitutes a relevant merger situation under the UK Enterprise Act
2002, it being established in terms satisfactory to Ferholding that
the Competition and Market and Authority has decided not to refer
the proposed acquisition to a Phase 2 Inquiry pursuant to Part 3 of
the UK Enterprise Act 2002.
1.4 No government or governmental, quasi-governmental,
supranational, statutory or regulatory body, court, trade agency,
professional association or any other person or body in any
jurisdiction (an "Authority" and where more than one,
"Authorities") having instituted or threatened any action,
proceedings, suit, enquiry or investigation or made, proposed or
enacted after the date of this announcement any statute, regulation
or order that would or would reasonably be expected to:
(a) make the Offer or the acquisition or proposed acquisition of
any Thorntons Shares illegal or otherwise restrain, prohibit,
restrict or interfere in or delay implementation of, or impose
additional conditions or obligations with respect to, or otherwise
challenge the proposed acquisition of Thorntons or any Thorntons
Shares by Ferholding;
(b) require or prevent or materially delay the divestiture by
the Ferrero Group or any of its associated companies (together the
"wider Ferrero Group") or by the Thorntons Group or any associated
person (together the "wider Thorntons Group") of all or any part of
their respective businesses, assets or property or impose any
limitation on the ability of any of them to conduct their
respective businesses or own their respective assets or
property;
(c) impose any limitation on the ability of a member of the
Ferrero Group to acquire or hold or effectively to exercise all
rights of ownership of Thorntons Shares or on the ability of a
member of the Thorntons Group or of the Ferrero Group to hold or
effectively to exercise all or any rights of ownership of shares in
a member of the wider Thorntons Group or to exercise management
control over a member of the wider Thorntons Group; or
(d) otherwise adversely affect the business, profits or
prospects of a member of the wider Thorntons Group or of the wider
Ferrero Group,
and all applicable waiting periods during which any such
Authority could institute, implement or threaten any such action,
proceedings, suit, enquiry or investigation having expired or been
terminated. For this purpose "associated" means a corporation of
which not less than 20 per cent. of the equity share capital is
held, directly or indirectly, by the relevant Group and a
partnership or joint venture in which a member of the relevant
Group is interested, directly or indirectly.
1.5 Other than as disclosed in the Offer Document, there being
no provision of any arrangement, agreement, licence or other
instrument to which a member of the wider Thorntons Group is a
party, or by or to which any of those members or any of their
assets may be bound or be subject, which could, in consequence of
the proposed acquisition of any of the Thorntons Shares by
Ferholding or otherwise, result in:
(a) monies borrowed by or other indebtedness of any such member
being or becoming repayable or capable of being declared repayable
prior to their stated maturity or the ability of any such member to
incur indebtedness being withdrawn or inhibited;
(b) any arrangement, agreement, licence, or other instrument
being terminated or adversely modified or adverse action being
taken or an onerous obligation arising under it;
(c) the interests or business of any member of the wider
Thorntons Group in or with another firm, venture, company, body or
asset (or any arrangements relating to that business or interests)
being terminated, modified or affected;
(d) any member of the wider Thorntons Group ceasing to be able
to carry on business under a name under which it presently does
so;
(e) the creation of a mortgage, charge, security or other
interest over the whole or any part of the business, property or
assets of any member of the wider Thorntons Group or any such
security (whenever arising or having arisen) becoming enforceable;
or
(f) the disposal of assets or creation of liabilities by any
member of the wider Thorntons Group (other than in the ordinary
course of business),
which would be reasonably likely to have a material adverse
effect in the context of the wider Thorntons' Group.
1.6 All necessary filings having been made, all appropriate
waiting periods under any applicable legislation or regulation of
any territory having expired or been terminated, all necessary
statutory and regulatory obligations in connection with the Offer
in any jurisdiction having been complied with and all
authorisations, orders, grants, recognitions, confirmations,
clearances, consents, permissions and approvals necessary for or
appropriate to the proposed acquisition in any jurisdiction being
obtained in terms and in form satisfactory to Ferholding from all
appropriate Authorities or persons with whom any member of the
wider Thorntons Group has entered into contractual arrangements (in
each case where the absence of the same would be reasonably likely
to have a material adverse effect in the context of the wider
Thorntons Group), and those authorisations, orders, grants,
recognitions, confirmations, clearances, consents, permissions and
approvals remaining in full force and effect and no notice of an
intention to revoke or not to renew them having been received which
would be reasonably likely to have a material adverse effect in the
context of the wider Thorntons Group.
1.7 Other than as disclosed in the Latest Audited Accounts or
the Interim Accounts or this document, no member of the wider
Thorntons Group having, since 28 June 2014:
(a) save as between Thorntons and its wholly-owned subsidiaries
and save for options granted, and for the issue of shares on the
exercise of options granted prior to 19 June 2015 under the
Thorntons Share Schemes, issued or authorised or proposed the issue
of additional shares of any class or securities convertible into,
or rights, warrants or options to acquire, any shares or other
securities or redeemed, purchased or reduced any part of its share
capital;
(b) declared, paid or made or proposed to declare, pay or make a
dividend, bonus or other distribution (whether payable in cash or
otherwise) in respect of any shares in Thorntons;
(c) authorised or proposed or made an announcement of an
intention to propose a merger or demerger or acquisition or change
in its share or loan capital or, save in the ordinary course of
business, a disposal of assets, creation of a mortgage or
encumbrance over assets (or any right, title or interest in any
assets) or issue of debentures;
(d) save as between Thorntons and its wholly owned subsidiaries,
and otherwise than in the ordinary course of business incurred or
increased any indebtedness or contingent liability which is
material in the context of the Thorntons Group taken as a whole, or
entered into a material contract, arrangement, reconstruction or
amalgamation;
(e) purchased, redeemed or announced a proposal to purchase or
redeem any of its own shares or other securities;
(f) proposed a voluntary winding-up; or
(g) 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 a substantial part of its business;
(h) waived or compromised a claim which is material in the
context of the relevant member of the Thorntons Group;
(i) disposed of or transferred, mortgaged or encumbered assets
or any right, title or interest in an asset or entered into a
contract or commitment (whether in respect of capital expenditure
or otherwise) which is of a long-term or unusual nature or which
involves or could involve an obligation of a nature or magnitude
which is material in the context of the Thorntons Group taken as a
whole;
(j) entered into or varied the terms of a service or consultancy
agreement with or in respect of the services of any of the
Thorntons Directors;
(k) save in relation to changes made or agreed as a result of,
or arising from, changes to legislation, made or agreed or
consented to any significant change to:
(i) the terms of the trust deeds and rules constituting the
pension scheme(s) established for its directors, employees or their
dependents;
(ii) the contributions payable to any such scheme(s) or to the
benefits which accrue, or to the pensions which are payable
thereunder;
(iii) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; and
(iv) the basis upon which the liabilities (including pensions)
of such pension schemes are funded, valued or made;
(l) agreed to or consented to, any change to the trustees, of
any pension scheme, including the appointment of a trust
corporation, to an extent in any such case which is material in the
context of the wider Thorntons Group taken as a whole;
(m) taken or proposed any corporate action, or had any legal
proceedings threatened or instituted against it for its winding-up
(voluntary or otherwise), dissolution or instituted against it for
its winding-up (voluntarily or otherwise), dissolution or
reorganisation or for the appointment of a receiver, administrative
receiver, administrator, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or
equivalent steps or proceedings in any relevant jurisdiction having
been taken or had any such person appointed;
(n) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the
approval of Thorntons Shareholders in a general meeting in
accordance with, or as contemplated by, Rule 21.1 of the City Code;
or
(o) entered into an agreement or commitment or passed a
resolution with respect to a transaction or event referred to in
this paragraph (other than those specifically excluded).
1.8 Other than as disclosed in Latest Audited Accounts or the
Interim Accounts, since 28 June 2014:
(a) there having been no receiver or administrative receiver or
administrator appointed over a material part of the assets of any
member of the wider Thorntons Group or analogous proceedings or
steps having taken place under the laws of any relevant
jurisdiction and there having been no application made for the
administration of, or notice of intention to appoint an
administrator filed in relation to, any member of the wider
Thorntons Group or any equivalent proceedings or steps taken under
the laws of any relevant jurisdiction;
(b) there having been no material adverse change in the assets
or financial or trading position or prospects of a member of the
wider Thorntons Group;
(c) no material litigation, arbitration proceedings, prosecution
or other legal proceedings having been instituted or threatened or
remaining outstanding against or by a member of the wider Thorntons
Group (whether as plaintiff or defendant or otherwise); and
(d) no contingent liability having arisen which would reasonably
be expected materially and adversely to affect a member of the
wider Thorntons Group.
1.9 Ferholding not having discovered:
(a) that the financial or business information concerning the
wider Thorntons Group as contained in the information publicly
disclosed at any time by a member of the wider Thorntons Group
either contains a material misrepresentation of fact or omits a
fact necessary to make the information contained in it not
materially misleading or that any contingent liability disclosed in
that information would or would reasonably be expected to
materially and adversely affect directly or indirectly the
business, profits or prospects of a member of the wider Thorntons
Group;
(b) that a partnership or company in which a member of the wider
Thorntons Group has a significant economic interest and which is
not a subsidiary of Thorntons is subject to a material liability,
contingent or otherwise, which is not disclosed in the Latest
Audited Accounts;
(c) that a past or present member of the wider Thorntons Group
has not complied with all applicable legislation or regulations of
any jurisdiction with regard to the disposal, spillage or leak of
waste or disposal or emission of hazardous substances and that this
non-compliance would reasonably be expected to give rise to a
material liability (whether actual or contingent) on the part of a
member of the wider Thorntons Group;
(d) that there has been a disposal, spillage or leak of waste or
hazardous substances on, or there has been an emission of waste or
hazardous substances from, a property now or previously owned,
occupied or made use of by a past or present member of the wider
Thorntons Group which would reasonably be expected to give rise to
any material liability (whether actual or contingent) on the part
of any member of the wider Thorntons Group;
(e) that there is a material liability (whether actual or
contingent) to make good, repair, reinstate or clean-up any
property now or previously owned, occupied or made use of by a past
or present member of the wider Thorntons Group under any
environmental legislation, regulation or order of any
Authority;
(f) that circumstances exist (whether as a result of the making
of the Offer or otherwise) which would reasonably be expected to
lead to any Authority instituting, or as a result of which a member
of the wider Ferrero Group or a present or past member of the wider
Thorntons Group would reasonably be expected to be required to
institute, an environmental audit or to take other steps which
would in any such case be reasonably be expected to result in an
actual or contingent material liability to make good, repair,
reinstate, or clean up property now or previously owned, occupied
or made use of by a member of the wider Thorntons Group; or
(g) that circumstances exist as a result of which a person or
class of persons would reasonably be expected to have a claim in
respect of a product or process of manufacture or materials used in
them now or previously manufactured, sold or carried out by a past
or present member of the wider Thorntons Group which would
reasonably be expected materially and adversely to affect a member
of the wider Thorntons Group,
and for the purposes of this Clause 1.9) a person shall be
deemed to own or have owned property if it has or had (as the case
may be) any interest in it.
2. Subject to the requirements of the Panel, Ferholding will
reserve the right to waive, in whole or in part, all or any of the
conditions in paragraph 1.1 to paragraph 1.9 inclusive. The
conditions in paragraph 1.2 to paragraph 1.9 inclusive must be
satisfied as at, or waived on or before, the 21st day after the
later of the first closing date of the Offer and the date on which
the condition in paragraph 1.1 is fulfilled or waived (or in each
such case such later date as the Panel may agree). Ferholding
shall, however, be under no obligation to waive or treat as
fulfilled any of paragraph 1.2 to paragraph 1.9 inclusive by a date
earlier than the latest date specified above for its satisfaction
notwithstanding that the other conditions of the Offer may at such
earlier date have been fulfilled and that there are at such earlier
date no circumstances indicating that any of such conditions may
not be capable of fulfilment.
3. If Ferholding is required by the Panel to make an offer or
offers for Thorntons Shares under the provisions of Rule 9 of the
City Code, Ferholding may make such alterations to the conditions
as are necessary to comply with the provisions of that rule.
4. The Offer will lapse if, before 1.00 pm (London time) on the
first closing date or the date when the Offer becomes or is
declared unconditional as to acceptances, whichever is the later,
the acquisition by Ferholding of Thorntons either:
(a) is referred to a Phase 2 Inquiry by the Competition and
Markets Authority pursuant to Part 3 of the Enterprise Act 2002,
or
(b) results in the European Commission, pursuant to Council
Regulation (EC) 139/2004, initiating proceedings under article
6(1)(c) of the EU Merger Regulation or making a referral to the
Competition and Markets Authority under article 9(1) of the EU
Merger Regulation.
Certain further terms of the Offer
5. The Offer will be regulated by the City Code and will be
governed by and construed in accordance with English law. The
English courts will have exclusive jurisdiction for determining any
matter which may arise under or in connection with any such
contract.
6. Ferholding reserves the right to elect (with the consent of
the Panel) to implement the Offer by way of a court sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 as it
may determine in its absolute discretion. In such an event, the
Offer will be implemented on the same terms, so far as practicable,
as those which would apply to the current Offer, subject to
appropriate amendments to reflect the change in method of effecting
the Offer, but with an acceptance condition which will be set by
reference to approval of 75 per cent. of the Thorntons Shareholders
and a majority in number (who vote on the scheme).
7. The Thorntons Shares will be acquired with full title
guarantee and free from all liens, charges, equitable interests and
encumbrances and third-party rights and together with all rights
attaching to them, including the right to all dividends or other
distributions declared, made or paid after the date of this
announcement. If any dividend or other distribution is paid or made
to any Thorntons Shareholder then Ferholding reserves the right to
reduce the amount of consideration payable under the Offer by the
same amount as such dividend or distribution.
8. The Offer will be on the terms and will be subject to the
Conditions set out in this Appendix 1, those terms which will be
set out in the Offer Document and where appropriate the Form of
Acceptance, such further terms as may be required to comply with
the City Code and other applicable law. Each Condition shall be
regarded as a separate Condition and shall not be limited by
reference to any other Condition. This announcement does not
constitute an offer or invitation to purchase Thorntons Shares or
any other securities.
Appendix 2
Sources of information and bases of calculations
The following sources and bases of calculation have been used in
this announcement:
1. Unless otherwise stated:
(a) Financial information relating to Thorntons has been
extracted or derived (without any adjustment) from the Thorntons
audited annual report and accounts for the year ending 28 June 2014
and the unaudited interim results for the six month period ending
10 January 2015.
(b) Financial information relating to Ferrero has been extracted
from Ferrero consolidated financial information 2014.
(c) The value of the Offer based on the offer price of 145 pence
per Thorntons Share is calculated on the basis of the fully diluted
number of Thorntons Shares in issue referred to in paragraph 3
below.
2. As at the close of business on 19 June 2015 (being the last
business day prior to the Announcement Date), Thorntons had in
issue 68,928,568 Shares. The ISIN Number for Thortnons Shares is
GB0008901935.
3. The fully diluted share capital of Thorntons as at 19 June
2015 (being 77,198,370 Thorntons Shares) is calculated on the basis
of:
(a) the number of Thorntons Shares referred to in paragraph 2 above; and
(b) any further Thorntons Shares which may be issued on or after
the Announcement Date on the exercise of options with an exercise
price lower than 145 pence or the vesting of awards under the
Thorntons Share Schemes, amounting to 8,269,802 Thorntons Shares as
at 19 June 2015.
4. Unless otherwise stated, all prices and closing prices for
Thorntons Shares are closing middle market quotations derived from
the Daily Official List.
5. The premium calculations to the price per Thorntons Share
have been calculated by reference to:
(a) a price of 101.5 pence per Thorntons Share being the closing
price on 19 June 2015, the business day immediately prior to the
commencement of the Offer Period;
(b) the average closing middle market price per Thorntons Share
of 87.1 pence over the three month period ended 19 June 2015, the
business day immediately prior to the commencement of the Offer
Period is derived from data provided by Bloomberg;
(c) the average closing middle market price per Thorntons Share
of 84.2 pence over the six month period ended 19 June 2015, the
business day immediately prior to the commencement of the Offer
Period is derived from data provided by Bloomberg; and
(d) the average closing middle market price per Thorntons Share
of 97.2 pence over the twelve month period ended 19 June 2015, the
business day immediately prior to the commencement of the offer
period is derived from data provided by Bloomberg.
Appendix 3
Details of Irrevocable Commitments
Ferholding has procured irrevocable commitments from the
Thorntons Directors and certain other Thorntons Shareholders to
accept or procure the acceptance (where applicable) of the Offer.
Such irrevocable commitments are in respect of the following
relevant Thorntons securities:
Name of registered Name of beneficial Number Percentage
holder owner of relevant of existing
Thorntons issued Thorntons
securities Shares (approx)
Hotchkis & Hotchkis &
Wiley Wiley 2,921,411 4.24
SG Hambros
Bank Limited Diana Houghton 100,000 0.15
Mrs V Bloomer Mrs V Bloomer 20,598 0.029
Law Share
Nominees Barry Bloomer 14,486 0.021
Martin George Martin George 20,000 0.03
These irrevocable commitments extend to any Thorntons Shares
arising from the exercise of options held under the Thorntons Share
Schemes.
All the irrevocable commitments continue to be binding in the
event of a higher competing offer being made for Thorntons and will
cease to be binding only if the Offer lapses or is withdrawn.
Appendix 4
Definitions
The following definitions apply throughout this announcement
unless the context requires otherwise:
"arrangement"includes any indemnity or option arrangements, and
any agreement or understanding, formal or informal, of whatever
nature, relating to relevant Thorntons securities or relevant
Ferholding securities which may be an inducement to deal or refrain
from dealing.
"associate" shall be construed in accordance with section 988 of
the Companies Act 2006.
"City Code" means the City Code on Takeovers and Mergers.
"Conditions" means the conditions to the Offer which are set out
in Appendix 1 of this announcement.
"Crystal Amber" means Crystal Amber Asset Management (Guernsey)
Limited.
"Dealing Disclosure" shall have the meaning as set out in Rule 8
of the City Code.
"EU Merger Regulation" shall have the meaning given to it in
paragraph 1.2 of Appendix 1 of this announcement.
"FCA" means the Financial Conduct Authority.
"Ferrero" means Ferrero International S.A.
"Ferholding" means Ferholding UK Ltd.
"Ferrero Group" means Ferrero and its subsidiary
undertakings.
"FMCG" means fast-moving consumer goods.
"Form of Acceptance" means the form of acceptance and authority
relating to the Offer to be sent to Thorntons Shareholders with the
Offer Document.
"Hotchkis & Wiley" means Hotchkis and Wiley Capital
Management LLC.
"Interim Accounts" means the report and accounts of Thorntons
for the 28 weeks ended 10 January 2015.
"Investec" means Investec Bank plc.
"Latest Audited Accounts" means the annual report and accounts
of Thorntons for the year ending 28 June 2014.
"London Stock Exchange" means London Stock Exchange plc.
"Offer" means the recommended offer to be made by Ferholding to
acquire all of the issued and to be issued Thorntons Shares not
already owned (or contracted to be acquired) by Ferholding or its
associates on the terms and subject to the conditions to be set out
in the Offer Document and the Form of Acceptance (including, where
the context so requires, any subsequent revision, variation,
extension or renewal of such offer).
"Offer Document" means the document to be sent to Thorntons
Shareholders containing the terms and conditions of the Offer.
"Offer Period" means the period commencing on 22 June 2015 until
the latest of (i) the date falling 21 days following the date of
the Offer; (ii) the date upon which the Offer lapses; and (iii) the
date upon which the Offer becomes unconditional.
"Offer Price" means 145 pence in cash per Thorntons Share.
"Official List" means the Official List of the UK Listing
Authority.
"Opening Position Disclosure" shall have the meaning as set out
in Rule 8 of the City Code.
"Panel" means the Panel on Takeovers and Mergers.
"Peel Hunt" means Peel Hunt LLP.
"PRA" means the Prudential Regulation Authority.
"relevant Thorntons securities" means Thorntons Shares, any
other securities in the capital of Thorntons which carry voting
rights or which are equity share capital, and securities
convertible into, rights to subscribe for, options (including
traded options) in respect of and derivatives referenced to, any of
the foregoing.
"Restricted Jurisdictions" means USA, Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction where
extension of the Offer would violate the laws and regulations of
that jurisdiction or would result in a requirement to comply with
any governmental or other consent or any registration, filings or
other formality which Thorntons regards as unduly onerous.
"Rothschild" means N.M. Rothschild & Sons Limited.
"short position" means a short position 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
obligations or right to require another person to purchase or take
delivery.
"Strategic Review" shall have the meaning given to it in
paragraph 9 of this announcement.
"subsidiary" and "subsidiary undertaking" shall be construed in
accordance with the Companies Act 2006.
"Thorntons" means Thorntons plc.
"Thorntons Directors" means the directors of Thorntons.
"Thorntons Group" means Thorntons and its subsidiary
undertakings.
"Thorntons Shareholders" means holders of Thorntons Shares.
"Thorntons Share Schemes" means the Thorntons Executive Schemes,
Sharesave Scheme and Deferred Bonus Scheme, further details of
which are contained in the Latest Audited Accounts.
"Thorntons Shares" means the existing unconditionally allotted
or issued and fully paid (or credited as fully paid) ordinary
shares of 10p each in the capital of Thorntons and any such further
shares which are unconditionally allotted or issued fully paid
while the Offer remains open for acceptance or, subject to the
provisions of the City Code, by such earlier date as Ferrero may
determine.
"UK" means the United Kingdom.
"UK Listing Authority" means the UK Listing Authority, being the
FCA acting in its capacity as the competent authority for the
purposes of Part VI of the Financial Services and Markets Act 2000
(as amended)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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