Toledo Mining Corporation PLC Toledo Mining Corporation PLC : Mandatory Cash Offer for Toledo Declared Unconditional in all R...
April 02 2013 - 2:59AM
UK Regulatory
TIDMTMC
02 April 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 OR REGULATIONS OF THAT JURISDICTION.
Toledo Mining Corporation plc
("Toledo" or the "Company")
Re: Mandatory cash offer for Toledo declared unconditional in all respects
The Company notes the announcement dated 2 April by DMCI Mining Corporation
("DMCI Mining"), regarding the level of acceptances that it had received in
relation to its Offer and that the Offer has now become unconditional in all
respects.
Together with the 18,818,344 Toledo Shares already owned by DMCI Mining, valid
acceptances of the Offer amount to 27,988,791 Toledo Shares representing
approximately 56.2 per cent. of Toledo's issued share capital and therefore the
sole condition of holding more than 50 per cent. of the Company's voting rights
has now been satisfied.
The Independent Directors reaffirm the advice contained in the response
circular, published by the Company on 19 March 2013, that Shareholders accept
the Offer.
The Offer will remain open for acceptances until 1.00 p.m. on 16 April 2013.
A copy of this announcement, along with the announcement released by DMCI
Mining, will be made available, free of charge, on the Company's website:
www.toledomining.com. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.
The terms used in this announcement have the same meaning as in the Response
Circular.
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
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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