THT Thorntons

TIDMTHT

RNS Number : 8277T

Thorntons PLC

23 July 2015

Not for release, publication or distribution in whole or in part, directly or indirectly in or into or from any jurisdiction where to do so would constitute a violation of the laws or regulations or such jurisdiction.

Thorntons PLC

("Thorntons")

Notice of Cancellation of Listing

Further to the announcement of 14 July 2015 that the recommended cash offer for Thorntons by Ferholding UK Limited, a wholly owned subsidiary of Ferrero International SA, had been declared unconditional in all respects and in accordance with paragraph 15 of Part 2 of the Offer Document, Thorntons has applied to the UK Listing Authority and London Stock Exchange requesting the cancellation of trading of Thorntons Shares on London Stock Exchange's main market for listed securities and for the cancellation of listing of the Thorntons Shares on the premium segment of the UK Listing Authority's Official List.

Pursuant to Listing Rule 5.2.10, the Company announces that the cancellation notice period has now commenced and cancellation is expected to take effect from 8:00 am on 20 August 2015.

Such cancellation of listing and admission to trading is expected to significantly reduce the liquidity and marketability of any Thorntons Shares not accepted into the Offer. The Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document, has been extended and will remain open for acceptance until 1.00 p.m. (London time) on 30 July 2015.

Capitalised terms in this announcement (unless otherwise defined) have the same meanings as set out in the Offer Document.

Enquiries:

 
 Thorntons                             Tel: 01773 
                                        542384 
  Mark R Henson - Company Secretary 
                                       Tel: 020 7597 
   Investec Bank plc (Thorntons         4000 
   financial adviser and broker) 
 
   Chris Treneman 
   David Flin 
   David Anderson 
 Cardew Group (Thorntons PR adviser)   Tel: 020 7930 
                                        0777 
 
   Anthony Cardew 
   Nadja Vetter 
 

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Investec Bank plc ("Investec"), which is authorised by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for Thorntons and for no-one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone other than Thorntons for providing the protections afforded to clients of Investec nor for providing advice in relation to the Offer or any other matter or arrangement referred to in this announcement.

Overseas jurisdictions

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City 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 securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 securities exchange 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 information is provided by RNS

The company news service from the London Stock Exchange

END

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