DMCI Holdings Inc. Letter of Intent Signed (3995Y)
February 21 2013 - 6:12AM
UK Regulatory
TIDMTMC
RNS Number : 3995Y
DMCI Holdings Inc.
21 February 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 February 2013
DMCI Mining Corporation
Cash Offer for Toledo Mining Corporation PLC
Receipt of Letter of Intent to Accept the Offer
DMCI Mining today confirms it has received a letter of intent to
accept the Offer from World Fund PTE Limited in relation to its
entire holding amounting to 2,501,019 Toledo Shares, representing
approximately 5.0 per cent. of Toledo's existing issued share
capital.
As set out in the announcement of 15 February 2013, DMCI Mining
already holds 18,818,344 Toledo Shares, representing 37.7 per cent.
of Toledo's existing issued share capital, following the
acquisition of Jason Cropper's stake.
Defined terms used in this announcement have the same meaning as
set out in the announcement made on 15 February 2013.
Enquiries:
Evercore Partners (financial advisor to the DMCI Group)
Stephen CuUnjieng +852 3983 2600
Edward Banks +44 20 7268 2700
Andrew Price
Disclosure requirements under the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. or more of any class of relevant securities of Toledo 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) Toledo 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 Toledo 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 per cent. or more of any class of relevant
securities of Toledo or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of Toledo
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) Toledo 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 Toledo 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 Toledo and by
any offeror and Dealing Disclosures must also be made by Toledo, 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 Toledo and any 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.
Evercore Partners, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for the DMCI Group and no-one else in relation to 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 announcement or any
transaction or arrangement referred to herein.
Publication on DMCI website
A copy of this announcement and the letter of intent will be
available, free of charge, at www.dmciholdings.com by no later than
12 noon on 22 February 2013.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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