THT Thorntons

TIDMTHT TIDMTTM

RNS Number : 1503R

Thorntons PLC

24 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 or such jurisdiction.

Thorntons PLC

(the "Company")

Rule 2.11 Announcement

On 22 June 2015 Ferholding UK LTD, a wholly owned subsidiary of Ferrero International S.A. announced a recommended cash offer for the entire issued and to be issued ordinary share capital of Thorntons. The Offer Document was posted on the same day.

Set out in the Announcement and Offer Document Barry Bloomer, a Director of Thorntons, had given an irrevocable undertaking to accept or procure the acceptance of the Offer at the Offer Price in respect of his interest in 14,486 Thorntons Shares (representing approximately 0.02 per cent. of Thorntons' issued share capital). The Company announces that the registered holder inadvertently sold these 14,486 Thorntons Shares on 23 June 2015 and, therefore, Mr Bloomer will no longer comply with his irrevocable undertaking regarding his acceptance of the Offer in respect of these 14,486 Thorntons Shares. The Company confirms that Mr Bloomer will continue to comply with his irrevocable undertaking to accept or procure the acceptance of the Offer at the Offer Price in respect of any Thorntons Shares arising from the exercise of his options held under the Thorntons Share Schemes. The Company also confirms that Mr Bloomer's interest in, and irrevocable undertaking to accept or procure the acceptance of the Offer at the Offer Price in respect of 20,598 Thorntons Shares remains unchanged.

Defined terms used in this announcement have the same meaning as in the Announcement dated 22 June 2015.

Thorntons PLC

Tel: 01773 542384

Mark R. Henson - Company Secretary

Investec Bank plc (Financial Adviser and Broker to Thorntons)

Tel: 020 7597 4000

Chris Treneman

David Flin

David Anderson

Cardew Group (Thorntons PR adviser)

Tel: 020 7930 0777

Anthony Cardew

Nadja Vetter

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Overseas jurisdictions

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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