TIDMTHT
RNS Number : 8631Q
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
MANDATORY RECOMMENDED CASH OFFER
by
FERHOLDING UK LTD a wholly owned subsidiary of
FERRERO INTERNATIONAL S.A.
for
THORNTONS PLC
Further to its announcements this morning, Ferrero is pleased to
announce that Ferholding has now acquired, at the Offer Price, the
remaining 2,921,411 Thorntons Shares held by Hotchkis & Wiley,
representing approximately 4.24 per cent. of the ordinary share
capital of Thorntons in issue on the date of this announcement.
As a result, the irrevocable undertaking from Hotchkis &
Wiley to accept or procure the acceptance of the Offer in respect
of those Thorntons Shares has now been released. Ferholding
therefore has received irrevocable undertakings to accept or
procure the acceptance of the Offer in respect of 155,084 Thorntons
Shares, representing approximately 0.22 per cent. of the ordinary
share capital of Thorntons in issue on the date of this
announcement. Details of these irrevocables are set out in the
Offer Document.
In addition, Ferholding has today acquired a further 3,334,189
Thorntons Shares representing approximately 4.84 per cent. of the
ordinary share capital of Thorntons in issue on the date of this
announcement.
Ferholding therefore now owns 26,865,241 Thorntons Shares
representing approximately 38.98 per cent. of the ordinary share
capital of Thorntons in issue on the date of this announcement
In aggregate therefore, Ferholding either owns or has received
irrevocable undertakings to accept or procure the acceptance of the
Offer in respect of 27,020,325 Thorntons Shares, representing
approximately 39.20 per cent. of the ordinary share capital of
Thorntons in issue on the date of this announcement.
Unless otherwise defined herein, terms defined in the offer
document sent to Thorntons Shareholders on 22 June 2015 (the "Offer
Document") have the same meaning in this announcement.
A copy of this announcement is and will be available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Ferholding's website at
www.ferholding.com during the course of the Offer. Neither the
contents of Ferholding's website, nor the content of any other
website accessible from hyperlinks on Ferholding's website, is
incorporated into or forms part of this announcement.
Enquiries
Rothschild (Ferrero financial adviser) Tel: 020 7280 5000
Akeel Sachak
Jonathan Dale
Rupert Howard
Peel Hunt (Ferrero broker) Tel: 020 7418 8900
Dan Webster
Alastair Rae
Smithfield (Ferrero PR adviser) Tel: 020 7360 4900
John Kiely
Alex Simmons
Financial Adviser and Broker
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.
Important 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
and the revision to the conditions of the Offer subsequently sent
to Thorntons Shareholders 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.
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
Disclosure requirements
Under Rule 8.3(a) of the 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 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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