TIDMTMC
RNS Number : 4327A
DMCI Holdings Inc.
20 March 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
20 March 2013
Recommended Cash Offer
by DMCI Mining Corporation
for Toledo Mining Corporation PLC
RESPONSE TO RECOMMENDATION FROM THE TOLEDO INDEPENDENT
DIRECTORS
DMCI Mining is pleased to note that the Toledo Independent
Directors believe that the terms of the Offer are fair and
reasonable and have unanimously recommended that Toledo
Shareholders accept the Offer.
DMCI Mining would like to remind Toledo Shareholders that the
Offer will remain open for acceptance until 1.00 p.m. (London time)
on 2 April 2013. Full details of the procedure for accepting the
Offer are set out in the Offer Document which has been sent to
Toledo Shareholders and are summarised below. Copies of the Offer
Document are also available at www.dmciholdings.com. Toledo
Shareholders should contact Capita Registrars on 0871 664 0321 or,
if telephoning from outside the UK, on +44 20 8639 3399 with any
questions relating to the Offer or the procedure for accepting the
Offer, or if you do not have a Form of Acceptance*.
Summary of the Offer
The Offer comprises 50 pence per share in cash for each Toledo
Share and is conditional only upon the receipt of valid acceptances
which, together with 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. In aggregate, DMCI Mining already owns or has
received letters of intent to accept the Offer in respect of
22,619,363 Toledo Shares, representing approximately 45.4 per cent.
of Toledo's existing issued share capital.
The Offer, which is final and will not be increased, represents
a premium of:
-- 66 per cent. to 30 pence, being the volume weighted average
price per Toledo Share for the three months prior to the date of
the Announcement; and
-- 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 the Announcement).
DMCI Mining believes that the Offer provides full and fair value
for the Toledo Shares and represents an attractive opportunity for
Toledo Shareholders to crystallise a significant premium to the
prevailing market price of Toledo Shares prior to the
Announcement.
The Toledo Independent Directors have confirmed that they
believe the terms of the Offer are fair and reasonable and
accepting the Offer is in the best interests of Toledo
Shareholders.
Procedure for acceptance
To accept the Offer in respect of Toledo Shares held in
certificated form, Toledo Shareholders must complete the Form of
Acceptance in accordance with the instructions printed on it and
set out in the Offer Document and return it together with their
share certificate(s) or other document(s) of title to Capita
Registrars, receiving agent for the Offer, as soon as possible and,
in any event, so as to be received by Capita Registrars by no later
than 1.00 p.m. (London time) on 2 April 2013.
To accept the Offer in respect of Toledo Shares held in
uncertificated form (that is, in CREST), Toledo Shareholders must
follow the procedure for electronic acceptance through CREST in
accordance with the instructions set out in the Offer Document so
that the TTE instruction settles as soon as possible and, in any
event, by no later than 1.00 p.m. (London time) on 2 April
2013.
If Toledo Shareholders hold their Toledo Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only
their CREST sponsor will be able to send the necessary TTE
instruction to Euroclear.
Enquiries:
Evercore Partners (financial advisor to the DMCI Group)
Stephen CuUnjieng +852 3983 2600
Nancy Valiente
Edward Banks +44 20 7268 2700
Andrew Price
Unless otherwise stated, defined terms used in this announcement
have the same meaning as set out in the Offer Document or in the
response circular published by Toledo on 19 March 2013.
Evercore Partners, through Evercore Asia Limited and Evercore
Partners International LLP, is acting exclusively for the DMCI
Group and no one else in connection with 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 document or any transaction or arrangement
referred to herein. Evercore Asia Limited is licensed in Hong Kong
by the Hong Kong Securities and Futures Commission. Evercore
Partners International LLP is authorised and regulated in the
United Kingdom by the Financial Services Authority.
* Calls to Capita Registrars' 0871 664 0321 number are charged
at 10 pence per minute (including VAT) plus any of your service
provider's network extras. Calls to Capita Registrars' +44 20 8639
3399 number from outside the UK are charged at applicable
international rates. Different charges may apply to calls made from
mobile telephones and calls may be recorded and monitored randomly
for security and training purposes. Please note that, for legal
reasons, Capita Registrars will only be able to provide you with
information contained in the Offer Document and will be unable to
give advice on the merits of the Offer or to provide legal,
financial or taxation advice on the contents of the Offer
Document.
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.
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 United K Kingdom.
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 are 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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