TIDMTMC
RNS Number : 5400C
DMCI Holdings Inc.
17 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 OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
17 April 2013
Recommended Cash Offer
by DMCI Mining Corporation
for Toledo Mining Corporation PLC
EXTENSION OF CLOSING DATE
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. On 19 March 2013, the Toledo Independent
Directors announced that they had unanimously recommended that
Toledo Shareholders accept the Offer.
The Offer was declared wholly unconditional on 2 April 2013 and
the closing date was extended to 1.00 p.m. (London time) on 16
April 2013.
Extension of the Offer
The Offer, which remains subject to the terms set out in the
Offer Document, is being extended further and will remain open for
acceptance until 1.00 p.m. (London time) on 30 April 2013.
Should there be any further extension of the Offer this will be
publicly announced by 8.00 a.m. (London time) on the business day
following the day on which the Offer is due to expire, or such
later time or date as the Takeover Panel may agree.
Level of acceptances
As at 1.00 p.m. (London time) on 16 April 2013, DMCI Mining had
received valid acceptances in respect of a total of 13,392,871
Toledo Shares, representing approximately 26.9 per cent. of the
existing issued share capital of Toledo. 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 16 April 2013,
DMCI Mining had not yet 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, representing approximately 37.7 per cent.
of the existing issued share capital of Toledo. In addition, DMCI
Mining has acquired a further 615,000 Toledo Shares at or below the
Offer Price through market purchases, representing approximately
1.2 per cent. of the existing issued share capital of Toledo.
Therefore, DMCI Mining now owns or has received valid
acceptances in respect of a total of 32,826,215 Toledo Shares,
representing approximately 65.9 per cent. of the existing issued
share capital of Toledo.
Action to be taken by Toledo Shareholders
Toledo Shareholders who have not yet accepted the Offer are
urged to do so immediately and, in any event, not later than 1.00
p.m. (London time) on 30 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. 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*.
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.
Settlement
The consideration to which any Toledo Shareholder is entitled
under the Offer in respect of valid acceptances received on or
before 2 April 2013 was settled on 16 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 2 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 16 April 2013, being the latest practicable date prior to
publication of this announcement, 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 16 April 2013, being the latest
practicable date prior to publication of this announcement, DMCI
Mining is the beneficial owner of 32,826,215 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 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 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 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 City 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.
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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