TIDMTOMK
RNS Number : 0378T
Tomkins plc
21 September 2010
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 such jurisdiction
21 September 2010
Recommended cash acquisition of Tomkins plc by Pinafore Acquisitions
Limited
Scheme of Arrangement sanctioned by Court
On 27 July 2010 the Independent Directors of Tomkins and the board of Pinafore
announced that they had reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued share capital of Tomkins by
Pinafore, to be implemented by way of a Court-sanctioned Scheme of Arrangement
under Part 26 of the Companies Act.
The Independent Directors of Tomkins are pleased to announce that the Court has
today sanctioned the Scheme. In order for the Scheme to become effective in
accordance with its terms, the Court must now confirm the Reduction of Capital
which is scheduled to take place on 23 September 2010, and the Court Orders must
be delivered to and, in the case of the Second Court Order confirming the
Reduction of Capital, be registered by, the Registrar of Companies. It is
expected that this will occur on or before 24 September 2010, and therefore 23
September 2010 will be the last day of dealings in Tomkins Shares on the London
Stock Exchange and the last day of dealings in Tomkins ADRs on the New York
Stock Exchange.
It is expected that Tomkins Shares will cease to be listed on the Official List
of the UK Listing Authority and their admission to trading on the main market of
the London Stock Exchange will be cancelled at 8.00 a.m. (London time) on 28
September 2010, and that the Tomkins ADRs will be permanently suspended from
trading on the New York Stock Exchange from 5.00 p.m. (New York time) on 24
September 2010.
Unless the context otherwise requires, terms defined in the announcement of the
acquisition on 27 July 2010 have the same meaning in this announcement.
Enquiries:
+-------------------------------+---------------+
| J.P. Morgan Cazenove | +44 (0)20 |
| (financial adviser to | 7742 4000 |
| Tomkins) | |
+-------------------------------+---------------+
| Edmund Byers | |
| Barry Weir | |
| Patrick Magee | |
+-------------------------------+---------------+
| Finsbury (PR adviser to | +44 (0)20 |
| Tomkins) | 7251 3801 |
+-------------------------------+---------------+
| Rollo Head | |
| Clare Hunt | |
+-------------------------------+---------------+
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Tomkins and for no one
else in connection with the Acquisition and will not be responsible to anyone
other than Tomkins for providing the protections afforded to clients of J.P.
Morgan plc nor for providing advice in relation to the Acquisition or any matter
referred to in this announcement.
The distribution of this announcement to persons 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. Persons who are not
resident in the United Kingdom should inform themselves about, and observe, any
applicable legal or regulatory requirements of their jurisdictions. Further
details in relation to overseas shareholders are contained in the Scheme
Document.
Dealing disclosure requirements
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 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 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 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 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. 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 website
A copy of this announcement will be available on the "Recommended Acquisition by
Pinafore Acquisitions Limited" section of the Investors page of the Tomkins
website (www.tomkins.co.uk) by no later than 5.00 p.m. (London time) on 21
September 2010.
This information is provided by RNS
The company news service from the London Stock Exchange
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