TIDMTHT

RNS Number : 9272S

Ferrero International SA

14 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 of such jurisdiction.

FOR IMMEDIATE RELEASE

14 July 2015

MANDATORY RECOMMENDED CASH OFFER

by

FERHOLDING UK LIMITED a wholly owned subsidiary of

FERRERO INTERNATIONAL S.A.

for

THORNTONS PLC

Offer declared wholly unconditional

Offer status

Ferholding announces that the Offer has now become unconditional in all respects.

The Offer will remain open for acceptance until 1.00 p.m. on 16 July 2015. Thorntons Shareholders who have not yet accepted the Offer are encouraged to do so without delay.

Acceptances Levels

As at 1.00 p.m. (London time) on 13 July 2015, Ferholding had received valid acceptances of the Offer and was, together with its nominee, the registered holder in respect of a total of 49,675,665 Thorntons Shares which may be counted towards satisfaction of the acceptance condition to the Offer, representing approximately 72.05 per cent. of the current issued share capital of Thorntons.

Within this, Ferholding:

-- had received valid acceptances in respect of 12,349,807 Thorntons Shares (including acceptances in respect of 20,598 Thorntons Shares received pursuant to the irrevocable undertakings received from Barry Bloomer in respect of Thorntons Shares held by Mrs V Bloomer), representing approximately 17.91 per cent. of the current issued share capital of Thorntons; and

-- was, together with its nominee, the registered holder of 37,325,858 Thorntons Shares, representing approximately 54.13 per cent. of the current issued share capital of Thorntons.

In addition to the Thorntons Shares referred to above, Ferholding had also agreed to acquire, subject to completion and/or settlement, 5,096,890 Thorntons Shares, representing approximately 7.39 per cent. of the current issued share capital of Thorntons.

Irrevocable undertakings to accept or procure the acceptance of the Offer remained outstanding in respect of 120,000 Thorntons Shares, representing approximately 0.17 per cent. of the current issued share capital of Thorntons. Details of these irrevocable undertakings are set out in the Offer Document.

Accordingly, as at 1.00 p.m. (London time) on 13 July 2015, Ferholding owned, had agreed to acquire (subject to completion and/or settlement), had received valid acceptances of the Offer or had received irrevocable undertakings (which remain outstanding) to accept the Offer in respect of a total of 54,892,555 Thorntons Shares, representing approximately 79.61 per cent. of the current issued share capital of Thorntons.

Settlement of consideration

The consideration to which any Thorntons is entitled under the Offer will be settled (i) in the case of valid acceptances received by 1.00 p.m. (London time) on 13 July 2015, on or before 27 July 2015; and (ii) in the case of valid acceptances received after 1.00 p.m. (London time) on 13 July 2015, but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

Unless otherwise defined herein, terms defined in the offer document dated 22 June 2015 have the same meaning in this announcement.

Enquiries

 
 Rothschild (Ferrero financial     Tel: 020 7280 5000 
  adviser) 
 Akeel Sachak 
  Jonathan Dale 
  Rupert Howard 
 
 Peel Hunt (Ferrero broker)        Tel: 020 7418 8900 
  Dan Webster 
  Alistair Rae 
 
 Smithfield (Ferrero PR adviser)   Tel: 020 7360 4900 
  John Kiely 
  Alex Simmons 
 

Financial Adviser and Broker

Rothschild, which is authorised by the PRA and regulated by the PRA and FCA in the United Kingdom, is acting exclusively as financial adviser to Ferrero and Ferholding and no-one else in connection with the Offer and will not be responsible to anyone other than Ferrero and Ferholding for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the Offer or any other matters referred to herein.

Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as broker to Ferrero and Ferholding and no-one else in connection with the Offer and will not be responsible to anyone other than Ferrero and Ferholding for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Offer or any other matters referred to herein.

Website

A copy of this announcement is and will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Ferholding's website at www.ferholding.com during the course of the Offer. Neither the contents of Ferholding's website, nor the content of any other website accessible from hyperlinks on Ferholding's website, is incorporated into or forms part of this announcement.

Important Information

This announcement is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Thorntons in any jurisdiction in contravention of applicable law. This announcement does not constitute a prospectus or prospectus equivalent document.

Any acceptance or other response to the Offer should only be made on the basis of information contained in the Offer Document and the revision to the conditions of the Offer subsequently sent to Thorntons Shareholders and, in the case of Thorntons Shares held in certificated form, the Form of Acceptance. Thorntons Shareholders are advised to read the formal documentation in relation to the Offer carefully in its entirety before making a decision with respect to the Offer.

No person has been authorised to make any representations on behalf of Ferrero, Ferholding, Thorntons or their associates concerning the Offer which are inconsistent with the statements contained herein, and any such representations, if made, may not be relied upon as having been so authorised. No person should construe the contents of this announcement as legal, financial or tax advice and any interested person should consult its own advisers in connection with such matters.

Overseas jurisdictions

The availability of the Offer in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by law and the availability of the acquisition by Ferholding of Thorntons to Thorntons Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. In particular, the Offer will not be made directly or indirectly into any Restricted Jurisdiction. Therefore persons into whose possession this announcement comes who are not resident in the United Kingdom should inform themselves about, and observe, any applicable restrictions. Thorntons Shareholders who are in any doubt regarding such matters should consult an appropriate independent adviser in the relevant jurisdiction without delay. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction and, to the fullest extent permitted by applicable law, Ferrero, Ferholding, Thorntons (and their respective associates) disclaim any responsibility or liability for the violation of such restrictions by any person.

The Offer will not be made, directly or indirectly, in or into, or by the use of the mails or any means of instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from or within any Restricted Jurisdiction. Accordingly, except as required by applicable law, copies of this announcement are not being, and may not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving this announcement (including without limitation nominees, trustees or custodians) must not forward, distribute or send it into any Restricted Jurisdiction.

This announcement has been prepared for the purposes 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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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