Toledo Mining Corporation PLC Toledo Mining Corporation PLC : Posting Of Offer Document
March 06 2013 - 2:02AM
UK Regulatory
TIDMTMC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
06 March 2013
Toledo Mining Corporation plc
("Toledo" or the "Company")
Re: Posting of Offer Document
The Company notes the announcement yesterday by DMCI Mining Corporation ("DMCI
Mining") that an offer document in respect of the mandatory cash offer for the
Company (the "Offer Document"), in accordance with Rule 9 of the City Code on
Takeover and Mergers (the "Code"), was published and sent to Toledo Shareholders
yesterday.
The offer is being made because DMCI Mining is required to do so pursuant to
Rule 9 of the Code following the acquisition of 10,338,094 ordinary shares of 5
pence each in the Company ("Ordinary Shares") by DMCI Mining on 15 February
2013. Following the acquisition, DMCI Mining (together with parties which are
considered to be acting in concert with DMCI Mining) is beneficially interested
in 18,818,344 Ordinary Shares, representing approximately 37.7 per cent. of the
issued share capital of the Company.
The cash offer is being made at 50p per Ordinary Share (the "Offer") and is on
the terms, and subject to the conditions, set out in the Offer Document. DMCI
have confirmed that the Offer of 50p per Ordinary Share is final and will not be
increased.
DMCI Mining have also received letters of intent to accept the Offer from World
Fund PTE Limited and Mr. Alfredo C. Ramos in relation to their entire holdings
amounting to 2,501,019 Toledo Shares, representing approximately 5.0 per cent.
of the issued share capital of the Company and 1,300,000 Toledo Shares,
representing 2.6 per cent. of the issued share capital, respectively. In
aggregate, therefore, DMCI Mining owns or has received letters of intent to
accept the Offer in respect of 22,619,363 Ordinary Shares, representing
approximately 45.4 per cent. of the issued share capital of the Company.
As Isidro Consunji, a non-executive director of Toledo, is also Chairman and CEO
of DMCI Mining, he is not considered to be independent for the purposes of
considering the Offer. The Code requires that the Independent Directors of
Toledo send a response circular to shareholders within 14 days of the date on
which the Offer Document is published.
At this point the Independent Directors advise shareholders to take no action
regarding the Offer until they have received, and had an opportunity to
consider, the response circular.
A copy of the Offer Document, the announcement by DMCI Mining and this
announcement will be made available, free of charge, on the Company's website:
www.toledomining.com
Enquiries:
Victor Kolesnikov, Chief Executive Officer, Toledo Mining Corporation
+44 (0) 20 7290 3100
John Harrison/Richard Morrison/Jen Boorer, RFC Ambrian Limited
Financial Adviser and Nominated Adviser
+44 (0) 20 3440 6800
Anthony Shewell, Fin Public Relations
+44 (0) 20 7608 2280
Carina Corbett, 4C Communications Ltd
+44 (0) 20 3170 7973
The content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
RFC Ambrian Limited (which is authorised and regulated in the United Kingdom by
the Financial Services Authority) is acting exclusively for the Company in
connection with the matters referred to above and no one else and will not be
responsible to anyone other than the Company for providing the protections
offered to clients of RFC Ambrian Limited nor for providing advice in relation
to the matters referred to above.
- ENDS -
Disclosure requirements of the Takeover Code (the "Code")
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 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) the offeree company 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 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
paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company 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%
or more of any class of relevant securities of the offeree company or of any
paper offeror must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company 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) the offeree company 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 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 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 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 announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Toledo Mining Corporation PLC via Thomson Reuters ONE
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