DMCI Holdings Inc. Update on Acceptances and Closing of Offer (7049D)
May 01 2013 - 2:00AM
UK Regulatory
TIDMTMC
RNS Number : 7049D
DMCI Holdings Inc.
01 May 2013
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 OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
1 May 2013
Recommended Cash Offer
by DMCI Mining Corporation
for Toledo Mining Corporation PLC
UPDATE ON ACCEPTANCES AND CLOSING OF OFFER
Introduction
On 15 February 2013, DMCI Mining Corporation, a wholly-owned
subsidiary of DMCI Holdings, announced that it had increased its
stake in Toledo to approximately 37.7 per cent. As a result, DMCI
Mining confirmed that it would make a cash offer to acquire the
entire issued and to be issued share capital of Toledo not already
owned by DMCI Group. The Offer was declared wholly unconditional on
2 April 2013.
Level of Acceptances
As at 1.00 p.m. (London time) on 30 April 2013, the closing date
of the Offer, DMCI Mining had received valid acceptances in respect
of a total of 13,632,902 Toledo Shares. These acceptances include
those received in respect of 2,501,019 Toledo Shares which were
subject to a letter of intent procured by DMCI Mining from World
Fund PTE Limited. As at 1.00 p.m. (London time) on 30 April 2013,
DMCI Mining had not received a valid acceptance in respect of
1,300,000 Toledo Shares which were subject to a letter of intent
procured by DMCI Mining from Alfredo C. Ramos.
On 5 March 2013, being the date of the Offer, DMCI Mining owned
18,818,344 Toledo Shares. DMCI Mining acquired a further 615,000
Toledo Shares at or below the Offer Price through market purchases.
In addition, DMCI Mining has acquired 275,000 Toledo Shares that
were issued upon the exercise of share options held by certain
members of Toledo's management team.
Therefore, DMCI Mining now owns or has received valid
acceptances in respect of a total of 33,341,246 Toledo Shares,
representing approximately 66.5 per cent. of the existing issued
share capital of Toledo.
Offer Closed
The Offer is now closed and is no longer capable of
acceptance.
Settlement
The consideration to which any Toledo Shareholder is entitled
under the Offer in respect of valid acceptances received on or
before 16 April 2013 was settled on or before 30 April 2013 in the
manner described in the Offer Document. The consideration to which
any Toledo Shareholder is entitled under the Offer in respect of
valid acceptances received after 16 April 2013 will be settled
within 14 calendar days of such receipt in the manner described in
the Offer Document.
Interests in relevant securities
Save for the interests set out below, as at 1.00 p.m. (London
time) on 30 April 2013, none of DMCI Mining, DMCI Holdings, the
DMCI Mining Directors, the DMCI Holdings Directors nor (so far as
DMCI Mining is aware) any person acting in concert with DMCI Mining
or DMCI Holdings (a) is interested in, or has any rights to
subscribe for, any relevant securities of Toledo, or securities
convertible or exchangeable into Toledo Shares, (b) has any short
position (whether conditional or absolute and whether in the money
or otherwise) in, including any short position under a derivative
or any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of, any
relevant securities of Toledo or (c) has any borrowing or lending
of any relevant securities of Toledo (save for any borrowed Toledo
Shares which have been either on-lent or sold).
As at 1.00 p.m. (London time) on 30 April 2013 DMCI Mining is
the beneficial owner of 33,341,246 Toledo Shares.
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 Conduct Authority.
This announcement has been prepared for the purpose of complying
with English law and the City 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 Kingdom.
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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