TIDMTMC
RNS Number : 0405Y
DMCI Holdings Inc.
15 February 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
15 February 2013
DMCI Mining Corporation ("DMCI Mining")
Increased investment in Toledo Mining Corporation PLC
("Toledo")
Mandatory Cash Offer for Toledo
Summary
-- DMCI Mining, a wholly-owned subsidiary of DMCI Holdings Inc.
("DMCI"), has today increased its stake in Toledo from
approximately 17.0 per cent. to approximately 37.7 per cent.
through the acquisition of the entire 20.7 per cent. stake held in
Toledo by Mr Jason Cropper at a price of 50 pence per Toledo
Share.
-- As a result, DMCI Mining confirms that it will make a
mandatory cash offer to acquire the entire issued and to be issued
share capital of Toledo not already owned by DMCI Group pursuant to
Rule 9 of the Code (the "Offer"). As set out in Appendix 1, the
Offer will be conditional only upon the receipt of valid
acceptances which, together with the Toledo Shares acquired or
agreed to be acquired before or during the Offer, will result in
DMCI Mining holding Toledo Shares carrying more than 50 per cent.
of the voting rights in Toledo.
-- The Offer will comprise 50 pence in cash for each Toledo
Share (the "Offer Price"), valuing the whole of Toledo's existing
issued share capital at approximately GBP24.9 million. The Offer
represents a premium of:
o 66 per cent. to 30 pence, being the volume weighted average
price per Toledo Share for the three months prior to the date this
announcement; and
o 61 per cent. to 31 pence, being the closing mid-market price
per Toledo Share on 14 February 2013 (the last Business Day prior
to the date of this announcement).
-- DMCI Mining confirms that it intends to seek a recommendation
from the Board of Toledo for the Offer.
-- DMCI Mining is engaged in ore and mineral mining and
exploration. DMCI Mining owns an 18.6 per cent. indirect interest
in Berong Nickel Corporation ("BNC"), in which Toledo has a 40 per
cent. stake.
-- DMCI is a holding company listed on the Philippine Stock
Exchange with a market capitalisation of approximately US$3.4
billion as of 15 February 2013. DMCI has business interests in
construction services, coal and ore exploration, mining and
development, power generation, water and other infrastructure
development.
Commenting on the Offer, Isidro Consunji, Chairman and CEO of
DMCI Mining, said:
"We are very pleased to have increased our investment in Toledo
with the acquisition of Mr Cropper's shares. Our Offer to the
remaining Toledo Shareholders represents an attractive opportunity
to crystallise a significant premium to the prevailing market price
in cash today."
This summary should be read in conjunction with, and is subject
to, the full text of the announcement (including the Appendices).
The Offer will be subject to the condition and further terms set
out in Appendix 1 of this announcement and the terms and condition
to be set out in the Offer Document and Form of Acceptance.
Appendix 2 contains the sources and bases of certain information
used in this announcement. Appendix 3 contains definitions of
certain terms used in this announcement. Toledo Shareholders should
carefully read the Offer Document (together with, if they hold
their Toledo Shares in certificated form, the Form of Acceptance)
in its entirety before making a decision with respect to the
Offer.
Enquiries
Evercore Partners (financial advisor to the DMCI Group)
Stephen CuUnjieng +852 3983 2600
Edward Banks +44 20 7268 2700
Andrew Price
This announcement is not intended to and does not constitute or
form part of any offer or invitation to sell or purchase any
securities or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, pursuant to the Offer or otherwise, nor shall there be
any sale or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law. The Offer will be made solely by the Offer Document
(together with, in the case of Toledo Shares in certificated form,
the Form of Acceptance), which will contain the full terms and
conditions of the Offer, including details of how the Offer may be
accepted. Toledo Shareholders should carefully read the Offer
Document (and, if they hold their Toledo Shares in certificated
form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer.
Evercore Partners, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for the DMCI Group and no-one else in relation to the
Offer and will not be responsible to anyone other than the DMCI
Group for providing the protections afforded to the customers of
Evercore Partners or for providing advice in relation to the Offer
or in relation to the contents of this announcement or any
transaction or arrangement referred to herein.
The Offer shall be made solely by DMCI Mining and neither
Evercore Partners nor any of its affiliates are making the
Offer.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, DMCI Mining or its nominees or brokers (acting as agents)
or their respective affiliates may from time to time make certain
purchases of, or arrangements to purchase, Toledo Shares, other
than pursuant to the Offer, before or during the period in which
the Offer remains open for acceptance. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Such purchases, or arrangements
to purchase, will comply with all applicable UK rules, including
the Code and the rules of the London Stock Exchange to the extent
applicable. In addition, in accordance with, and to the extent
permitted by, the Code and normal UK market practice, Evercore
Partners and its affiliates may engage in purchasing activities
consistent with their respective normal and usual practice and
applicable law. Any information about such purchases will be
disclosed on a next day basis to the Panel on Takeovers and Mergers
and will be available from any Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com.
The release, publication or distribution of this document in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this document comes should inform themselves about and
observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The availability of the Offer to Toledo Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they
are citizens. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of those
jurisdictions. In particular, the Offer is not, unless decided
otherwise by DMCI Mining or required by the Code, being made in or
into or from, and is not capable of acceptance in or from, any
Restricted Jurisdiction. Further details in relation to overseas
Toledo Shareholders will be contained in the Offer Document.
The Offer is not intended to be made, directly or indirectly,
in, into or from any Restricted Jurisdiction and the Offer will not
be capable of acceptance from or within any Restricted
Jurisdiction. Accordingly, copies of this announcement and all
documents relating to the offer (including the Offer Document and
Form of Acceptance) are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this
announcement (including custodians, nominees and trustees) must not
mail or otherwise distribute or send it in, into or from any
Restricted Jurisdiction, as doing so may invalidate any purported
acceptance of the Offer.
This announcement has been prepared for the purpose of complying
with English law and the 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 UK.
Please be aware that addresses, electronic addresses and certain
information provided by Toledo Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Toledo may be provided to DMCI Mining during
the offer period as requested under Section 4 of Appendix 4 of the
Code to comply with Rule 2.6(c) of the Code.
Forward-looking statements
This announcement, including information included in this
announcement, contains "forward-looking statements" concerning the
DMCI Group and Toledo that are subject to risks and uncertainties.
Information in this announcement relating to Toledo has been
compiled from published sources. Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward-looking
statements. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond
DMCI's ability to control or estimate precisely, such as future
market conditions, changes in regulatory environment and the
behaviour of other market participants. The DMCI Group cannot give
any assurance that such forward-looking statements will prove to
have been correct. The reader is cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this announcement. The DMCI Group does not undertake
any obligation to update or revise publicly any of the
forward-looking statements set out herein, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of any
member of the DMCI Group, Toledo or the enlarged the DMCI Group
following completion of the Offer unless otherwise stated.
Disclosure requirements under the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Toledo or
of any paper 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 paper 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) Toledo and (ii) any
paper 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 p.m.
(London time) on the 10th business day following the commencement
of the Offer Period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of Toledo or of a paper 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 per cent. or more of any class of relevant
securities of Toledo or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of Toledo
or of any paper 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) Toledo and (ii) any paper offeror, 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 p.m. (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 Toledo or a paper 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 Toledo and by
any offeror and Dealing Disclosures must also be made by Toledo, 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 Toledo and any 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on DMCI website
A copy of this announcement will be available, free of charge,
at www.dmciholdings.com by no later than 12 noon on 18 February
2013.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
15 February 2013
DMCI Mining Corporation ("DMCI Mining")
Increased investment in Toledo Mining Corporation PLC
("Toledo")
Mandatory Cash Offer for Toledo
1. Introduction
DMCI Mining, a wholly owned subsidiary of DMCI Holdings Inc.
("DMCI"), has today acquired 10,338,094 Toledo Shares, representing
approximately 20.7 per cent. of Toledo's existing issued share
capital, from Mr Jason Cropper at a price of 50 pence for each
Toledo Share (the "Acquisition").
Immediately prior to the Acquisition, DMCI Mining was
beneficially interested in 8,480,250 Toledo Shares, representing
approximately 17.0 per cent of Toledo's existing issued share
capital. Therefore, at the date of this announcement and
immediately following the Acquisition, DMCI Mining is beneficially
interested in 18,818,344 Toledo Shares, representing approximately
37.7 per cent. of Toledo's issued share capital.
In accordance with the provisions of Rule 9 of the Code, DMCI
Mining also announces the terms of a mandatory cash offer to be
made for all of the issued and to be issued share capital of Toledo
which is not already owned by DMCI Mining.
As required under Rules 9 and 10 of the Code, and as set out in
Appendix 1, the Offer will, when made, be conditional only on the
receipt of valid acceptances in respect of Toledo Shares which,
together with the Toledo Shares acquired or agreed to be acquired
before or during the Offer, will result in DMCI Mining holding
Toledo Shares carrying more than 50 per cent. of the voting rights
in Toledo.
2. The Offer
Under the Offer, which will be made in accordance with Rule 9 of
the Code and subject to the condition and on the terms set out in
Appendix 1 to this announcement and the further terms to be set out
in the Offer Document and the Form of Acceptance, Toledo
Shareholders will be entitled to receive:
for each Toledo Share 50 pence in cash
The Offer values the whole of the existing issued share capital
of Toledo at approximately GBP24.9 million.
The Offer represents a premium of:
o 66 per cent. to 30 pence, being the volume weighted average
price per Toledo Share for the three months prior to the date this
announcement; and
o 61 per cent. to 31 pence, being the closing mid-market price
per Toledo Share on 14 February 2013 (the last Business Day prior
to the date of this announcement).
The Toledo Shares will be acquired by DMCI Mining pursuant to
the Offer fully paid and free from all liens, charges,
encumbrances, equitable interests, pre-emption rights and other
interests and rights of whatsoever nature and together with all
rights now or hereafter attaching thereto, including the right to
receive and retain in full all dividends and other distributions
(if any) declared, paid or made after the date of this
announcement.
The Offer Document and (in the case of Toledo Shareholders who
hold their Toledo Shares in certificated form) the Form of
Acceptance containing the full terms and conditions of the Offer
will be posted to Toledo Shareholders (other than Toledo
Shareholders in a Restricted Jurisdiction) in due course.
3. Recommendation
DMCI Mining confirms that it intends to seek a recommendation
from the Board of Toledo for the Offer.
4. Background to and reasons for the Acquisition and the
Offer
DMCI Mining acquired a 17.0 per cent. interest in Toledo from
Daintree Resources Limited in October 2012 and an 18.6 per cent.
indirect interest in Berong Nickel Corporation ("BNC"), in which
Toledo has a 40 per cent. stake, in December 2012. The Acquisition
and the Offer will allow DMCI Mining to consolidate its ownership
position in BNC and other mining assets of Toledo.
DMCI Mining considers that the Offer Price represents an
attractive opportunity for Toledo Shareholders to crystallise a
significant premium to the prevailing market price of Toledo
Shares.
5. Information on Toledo
Toledo is focused on the mining and development of nickel
laterite deposits in the Philippines. Toledo has strategic
interests in four large nickel deposits on the island of Palawan
through joint venture agreements and owned properties. Its projects
include the Berong Nickel mine, Ipilan Nickel mine, and Long Point
and Moorsom properties. Toledo is headquartered in the United
Kingdom and is listed on AIM.
For the year ended 31 March 2012, Toledo had revenue of
approximately GBP0.2 million and a net loss of approximately GBP0.4
million.
6. Information on DMCI and DMCI Mining
DMCI Mining, a wholly-owned subsidiary of DMCI, is engaged in
ore and mineral mining and exploration. It was incorporated on 29
May 2007.
DMCI is a holding company listed on the Philippine Stock
Exchange with a market capitalisation of approximately US$3.4
billion as of 15 February 2013. DMCI has major business interests
in construction services, coal and ore exploration, mining and
development, power generation, water and other infrastructure
development.
7. Financing of the Offer
The cash consideration payable under the Offer will be financed
from the existing cash reserves of DMCI Mining.
Evercore Partners, financial advisor to the DMCI Group, is
satisfied that sufficient resources are available to DMCI Mining to
satisfy the cash consideration payable to Toledo Shareholders in
the event of full acceptance of the Offer.
8. Disclosure of interests in Toledo and confirmation of Opening
Position Disclosure
Immediately prior to the Acquisition, DMCI Mining was
beneficially interested in 8,480,250 Toledo Shares, representing
approximately 17.0 per cent of Toledo's existing issued share
capital. At the date of this announcement and immediately following
the Acquisition, DMCI Mining is beneficially interested in
18,818,344 Toledo Shares, representing approximately 37.7 per cent.
of Toledo's existing issued share capital.
Save for the interests disclosed above, none of DMCI Mining,
DMCI Mining's directors, or, so far as DMCI Mining is aware, any
party acting in concert with DMCI Mining for the purposes of the
Offer:
(i) has any interest in or right to subscribe for any relevant securities of Toledo; or
(ii) has any short position in respect of relevant securities of
Toledo (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 take delivery; or
(iii) has borrowed or lent any relevant securities of
Toledo.
None of DMCI Mining, any of DMCI Mining's directors or, so far
as DMCI Mining is aware, any person acting in concert with DMCI
Mining for the purposes of the Offer has procured any irrevocable
undertaking or letter of intent in respect of any relevant
securities of Toledo. There are no arrangements of the kind
referred to in Note 2 on the definition of acting in concert in the
Code which exist between DMCI Mining, any of DMCI Mining's
directors (or, so far as DMCI Mining is aware, any person acting in
concert with DMCI Mining for the purposes of the Offer) and any
other person in relation to any relevant securities of Toledo.
DMCI Mining confirms that it is on the date of this announcement
making an Opening Position Disclosure (as defined in the Code),
which discloses the details required to be disclosed by it under
Rule 8.1(a) of the Code. In the time available, it has not been
practicable to make enquiries of all persons who may be deemed to
be acting in concert with DMCI Mining in order to include any
relevant details in respect of such persons in the Opening Position
Disclosure and accordingly a further Opening Position Disclosure
containing all relevant details will, if appropriate, be made as
soon as possible hereafter.
9. Overseas Toledo Shareholders
The availability of the Offer or the distribution of this
announcement to Toledo Shareholders who are not resident in the UK
may be affected by the laws of relevant jurisdictions in which they
are located. Toledo Shareholders who are in any doubt regarding
such matters should consult an appropriate independent professional
advisor in the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any
securities.
10. Toledo Share Schemes
The Offer will extend to any Toledo Shares issued or
unconditionally allotted or issued fully paid (or credited as fully
paid) after the date of this announcement and before the date the
Offer closes (or such earlier date as DMCI Mining may, subject to
the Code and in accordance with the condition and further terms of
the Offer, decide), including those Toledo Shares allotted or
issued as a result of the exercise or vesting of options or awards
under the Toledo Share Schemes.
If the Offer becomes unconditional, DMCI Mining intends to make
appropriate proposals to the holders of awards under the Toledo
Share Schemes to the extent that such awards have not vested and/or
been exercised.
11. General
The Offer will be governed by English law and will be subject to
the jurisdiction of the English courts. The Offer will be subject
to the applicable requirements of the Code, the Panel, the London
Stock Exchange and the Financial Services Authority.
The Offer Document and (in the case of Toledo Shares held in
certificated form) the Form of Acceptance will be posted to Toledo
Shareholders (other than Toledo Shareholders in any Restricted
Jurisdiction) as soon as practicable and in any event within 28
days of this announcement, except with the consent of the
Panel.
Toledo Shareholders are advised to read carefully the Offer
Document (together with, if they hold their Toledo Shares in
certificated form, the Form of Acceptance) once it has been
despatched.
Your attention is drawn to the further information contained in
the Appendices to this announcement which form part of, and should
be read in conjunction with, this announcement.
The Offer will be subject to the condition and certain further
terms set out in Appendix 1. Appendix 2 contains the sources and
bases of information used in the announcement. Appendix 3 contains
definitions of certain terms used in this announcement.
12. Documents on display
Copies of this announcement will be made available, free of
charge, on DMCI's website at www.dmciholdings.com until the end of
the Offer.
Enquiries
Evercore Partners (financial advisor to the DMCI Group)
Stephen CuUnjieng +852 3983 2600
Edward Banks +44 20 7268 2700
Andrew Price
This announcement is not intended to and does not constitute or
form part of any offer or invitation to sell or purchase any
securities or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, pursuant to the Offer or otherwise, nor shall there be
any sale or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law. The Offer will be made solely by the Offer Document
(together with, in the case of Toledo Shares in certificated form,
the Form of Acceptance), which will contain the full terms and
conditions of the Offer, including details of how the Offer may be
accepted. Toledo Shareholders should carefully read the Offer
Document (and, if they hold their Toledo Shares in certificated
form, the Form of Acceptance) in its entirety before making a
decision with respect to the Offer.
Evercore Partners, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for the DMCI Group and no-one else in relation to the
Offer and will not be responsible to anyone other than the DMCI
Group for providing the protections afforded to the customers of
Evercore Partners or for providing advice in relation to the Offer
or in relation to the contents of this announcement or any
transaction or arrangement referred to herein.
The Offer shall be made solely by DMCI Mining and neither
Evercore Partners nor any of its affiliates are making the
Offer.
To the extent permitted by applicable law, in accordance with,
and to the extent permitted by, the Code and normal UK market
practice, DMCI Mining or its nominees or brokers (acting as agents)
or their respective affiliates may from time to time make certain
purchases of, or arrangements to purchase, Toledo Shares, other
than pursuant to the Offer, before or during the period in which
the Offer remains open for acceptance. These purchases may occur
either in the open market at prevailing prices or in private
transactions at negotiated prices. Such purchases, or arrangements
to purchase, will comply with all applicable UK rules, including
the Code and the rules of the London Stock Exchange to the extent
applicable. In addition, in accordance with, and to the extent
permitted by, the Code and normal UK market practice, Evercore
Partners and its affiliates may engage in purchasing activities
consistent with their respective normal and usual practice and
applicable law. Any information about such purchases will be
disclosed on a next day basis to the Panel on Takeovers and Mergers
and will be available from any Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com.
The release, publication or distribution of this document in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons into whose
possession this document comes should inform themselves about and
observe any such restrictions. Failure to comply with any such
restrictions may constitute a violation of the securities laws of
any such jurisdiction.
The availability of the Offer to Toledo Shareholders who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they
are citizens. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of those
jurisdictions. In particular, the Offer is not, unless decided
otherwise by DMCI Mining or required by the Code, being made in or
into or from, and is not capable of acceptance in or from, any
Restricted Jurisdiction. Further details in relation to overseas
Toledo Shareholders will be contained in the Offer Document.
The Offer is not intended to be made, directly or indirectly,
in, into or from any Restricted Jurisdiction and the Offer will not
be capable of acceptance from or within any Restricted
Jurisdiction. Accordingly, copies of this announcement and all
documents relating to the offer (including the Offer Document and
Form of Acceptance) are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this
announcement (including custodians, nominees and trustees) must not
mail or otherwise distribute or send it in, into or from any
Restricted Jurisdiction, as doing so may invalidate any purported
acceptance of the Offer.
This announcement has been prepared for the purpose of complying
with English law and the 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 UK.
Please be aware that addresses, electronic addresses and certain
information provided by Toledo Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Toledo may be provided to DMCI Mining during
the offer period as requested under Section 4 of Appendix 4 of the
Code to comply with Rule 2.6(c) of the Code.
Forward-looking statements
This announcement, including information included in this
announcement, contains "forward-looking statements" concerning the
DMCI Group and Toledo that are subject to risks and uncertainties.
Information in this announcement relating to Toledo has been
compiled from published sources. Generally, the words "will",
"may", "should", "continue", "believes", "expects", "intends",
"anticipates" or similar expressions identify forward-looking
statements. These forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in the forward-looking statements. Many of
these risks and uncertainties relate to factors that are beyond
DMCI's ability to control or estimate precisely, such as future
market conditions, changes in regulatory environment and the
behaviour of other market participants. The DMCI Group cannot give
any assurance that such forward-looking statements will prove to
have been correct. The reader is cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this announcement. The DMCI Group does not undertake
any obligation to update or revise publicly any of the
forward-looking statements set out herein, whether as a result of
new information, future events or otherwise, except to the extent
legally required.
Nothing contained herein shall be deemed to be a forecast,
projection or estimate of the future financial performance of any
member of the DMCI Group, Toledo or the enlarged the DMCI Group
following completion of the Offer unless otherwise stated.
Disclosure requirements under the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Toledo or
of any paper 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 paper 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) Toledo and (ii) any
paper 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 p.m.
(London time) on the 10th business day following the commencement
of the Offer Period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of Toledo or of a paper 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 per cent. or more of any class of relevant
securities of Toledo or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of Toledo
or of any paper 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) Toledo and (ii) any paper offeror, 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 p.m. (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 Toledo or a paper 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 Toledo and by
any offeror and Dealing Disclosures must also be made by Toledo, 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 Toledo and any 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on DMCI website
A copy of this announcement will be available, free of charge,
at www.dmciholdings.com by no later than 12 noon on 18 February
2013.
APPENDIX 1 - THE CONDITION AND CERTAIN FURTHER TERMS OF THE
OFFER
1. The condition of the Offer
The Offer will be subject to valid acceptances being received
(and not, where permitted, withdrawn) by not later than 1.00 p.m.
(London time) on the first closing date of the Offer (or such later
time(s) and/or date(s) as DMCI Mining may, subject to the rules of
the Code or with the consent of the Panel, decide) in respect of
such number of Toledo Shares which, together with the Toledo Shares
acquired or agreed to be acquired by DMCI Mining or parties acting
in concert with DMCI Mining before or during the Offer Period
(whether pursuant to the Offer or otherwise), will result in DMCI
Mining and any person acting in concert with it holding Toledo
Shares carrying more than 50 per cent. of the voting rights then
normally exercisable at a general meeting of Toledo. For the
purpose of this condition, Toledo Shares which have been
unconditionally allotted but not issued before the Offer becomes
unconditional, whether pursuant to the exercise of any outstanding
subscription or conversion rights or otherwise, shall be deemed to
carry the voting rights which they will carry on issue.
2. Certain further terms of the Offer
The Offer will extend to all Toledo Shares other than those
already owned by DMCI Mining.
Toledo Shares will be acquired by DMCI Mining pursuant to the
Offer fully paid and free from all liens, charges, encumbrances,
equitable interests, pre-emption rights and other interests and
rights of whatsoever nature and together with all rights now or
hereafter attaching thereto, including the right to receive and
retain in full all dividends and other distributions (if any)
declared, paid or made after the date of this announcement.
The Offer will lapse if, before 1.00 p.m. on the first closing
date or the date when the Offer becomes unconditional, whichever is
the later, the acquisition by DMCI Mining of Toledo is either
referred to the Competition Commission or results in the European
Commission, pursuant to Council Regulation (EC) 139/2004,
initiating proceedings under Article 6(1)(c) or making a referral
to a competent authority of the United Kingdom under Article
9(1).
If the Offer lapses it will cease to be capable of further
acceptance and Toledo Shareholders who have accepted the Offer and
DMCI Mining will then cease to be bound by acceptances delivered on
or before the date on which the Offer lapses.
In deciding whether or not to accept the Offer in respect of
their Toledo Shares, Toledo Shareholders should rely on the
information contained in, and follow the procedures described in,
the Offer Document and (if they hold their Toledo Shares in
certificated form) the Form of Acceptance which will be posted to
Toledo Shareholders in due course (other than to any Toledo
Shareholders with addresses in any Restricted Jurisdiction).
The Offer will be made on the terms and will be subject to the
condition and terms which are set out in this Appendix 1, those
terms which will be set out in the formal Offer Document and Form
of Acceptance and such further terms as may be required to comply
with the Code and applicable law.
The Offer will comply with the applicable rules and regulations
of the London Stock Exchange and the Code. The Offer and any
acceptances thereunder will be governed by English law and will be
subject to the jurisdiction of the English Courts and the condition
set out in this Appendix 1 (and, in the case of Toledo Shares held
in certificated form, the Form of Acceptance).
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
The Offer will not be made, directly or indirectly, in or into,
or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within, any restricted Jurisdiction.
This announcement does not constitute an offer or invitation to
purchase Toledo Shares or any other securities.
APPENDIX 2 - BASES AND SOURCES OF INFORMATION
Information about Toledo has been compiled from published
sources.
Unless otherwise stated:
(a) financial information relating to Toledo has been extracted
or derived without material adjustment from the audited annual
accounts for the period to 31 March 2012;
(b) references to the value of the Offer are based on there
being 49,845,333 Toledo Shares in issue as set out in Toledo's
annual report for the period to 31 March 2012;
(c) the market capitalisation of DMCI is based on 2,655,494,000
shares in issue as at 15 February 2013 and a share price of
Philippine Pesos 52.3 per ordinary share. The price quoted for DMCI
has been derived from the Philippine Stock Exchange website and
represents the closing middle market price as at 15 February 2013;
and
(d) all prices quoted for Toledo Shares have been derived from
the Daily Official List of the London Stock Exchange and represent
closing mid-market prices for Toledo Shares on the relevant
dates.
APPENDIX 3 - DEFINITIONS
The following definitions apply throughout this
announcement:
"AIM" the AIM market operated by the London
Stock Exchange
"Acquisition" the acquisition of 10,338,094 Toledo Shares
by DMCI Mining from Mr Jason Cropper at
a price of 50 pence for each Toledo Share
"Business Day" a day (excluding Saturdays, Sundays and
public holidays) on which banks are open
for business in the City of London
"Code" the City Code on Takeovers and Mergers
"Daily Official the daily Official List of the London
List" Stock Exchange
"DMCI" DMCI Holdings, Inc.
"DMCI Group" DMCI and its subsidiary undertakings and,
where the context permits, each of them
"DMCI Mining" DMCI Mining Corporation
"Evercore Partners" Evercore Partners International LLP
"Form of Acceptance" the form of acceptance and authority relating
to the Offer which will, in the case of
Toledo Shareholders who hold their Toledo
Shares in certificated form (other than
Toledo Shareholders in a Restricted Jurisdiction),
accompany the Offer Document
"London Stock London Stock Exchange plc
Exchange"
"Offer" the mandatory cash offer to be made by
DMCI Mining to acquire the entire issued
and to be issued share capital of Toledo
not already owned by DMCI Mining on the
terms and subject to the condition to
be set out in the Offer Document and,
in the case of Toledo Shares held in certificated
form, the Form of Acceptance
"Offer Document" the formal offer document to be sent to
Toledo Shareholders (other than Toledo
Shareholders in a Restricted Jurisdiction)
which will contain the full terms and
condition of the Offer
"Offer Period" the offer period (as defined in the Code)
relating to Toledo, which commenced on
15 February 2013 and which continues until
the first closing date of the Offer or,
if later, the date on which the Offer
becomes unconditional
"Panel" the Panel on Takeovers and Mergers
"Pounds Sterling" UK pounds sterling (and references to
or "GBP" "pence" and "p" shall be construed accordingly)
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure for the
DMCI Group or Toledo if information or
documentation concerning the Offer is
sent or made available to Shareholders
in that jurisdiction
"Toledo" Toledo Mining Corporation PLC, a public
company incorporated in England and Wales
with registered number 05055833
"Toledo Shareholders" holders of Toledo Shares
"Toledo Shares" ordinary shares of 5 pence each in the
capital of Toledo
"Toledo Share the option and incentive schemes of Toledo
Schemes" under which options or awards over Toledo
Shares are outstanding
"United Kingdom" the United Kingdom of Great Britain and
or "UK" Northern Ireland
"US$" United States dollars, the lawful currency
of the United States
This information is provided by RNS
The company news service from the London Stock Exchange
END
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