TMC Toledo Mining

 
TIDMTMC 
 
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 
 
06 March 2013 
 
                         Toledo Mining Corporation plc 
                          ("Toledo" or the "Company") 
                         Re: Posting of Offer Document 
 
The  Company notes the announcement yesterday  by DMCI Mining Corporation ("DMCI 
Mining")  that an offer document in respect  of the mandatory cash offer for the 
Company  (the "Offer Document"), in  accordance with Rule 9 of  the City Code on 
Takeover and Mergers (the "Code"), was published and sent to Toledo Shareholders 
yesterday. 
 
The  offer is being  made because DMCI  Mining is required  to do so pursuant to 
Rule 9 of the Code following the acquisition of 10,338,094 ordinary shares of 5 
pence  each in  the Company  ("Ordinary Shares")  by DMCI  Mining on 15 February 
2013. Following  the acquisition, DMCI  Mining (together with  parties which are 
considered  to be acting in concert with DMCI Mining) is beneficially interested 
in  18,818,344 Ordinary Shares, representing approximately 37.7 per cent. of the 
issued share capital of the Company. 
 
The  cash offer is being made at 50p per  Ordinary Share (the "Offer") and is on 
the  terms, and subject to  the conditions, set out  in the Offer Document. DMCI 
have confirmed that the Offer of 50p per Ordinary Share is final and will not be 
increased. 
 
DMCI  Mining have also received letters of intent to accept the Offer from World 
Fund  PTE Limited and Mr. Alfredo C.  Ramos in relation to their entire holdings 
amounting  to 2,501,019 Toledo Shares,  representing approximately 5.0 per cent. 
of  the  issued  share  capital  of  the  Company  and  1,300,000 Toledo Shares, 
representing  2.6 per  cent.  of  the  issued  share  capital,  respectively. In 
aggregate,  therefore, DMCI  Mining owns  or has  received letters  of intent to 
accept   the  Offer  in  respect  of  22,619,363 Ordinary  Shares,  representing 
approximately 45.4 per cent. of the issued share capital of the Company. 
 
As Isidro Consunji, a non-executive director of Toledo, is also Chairman and CEO 
of  DMCI Mining,  he is  not considered  to be  independent for  the purposes of 
considering  the  Offer.  The  Code  requires  that the Independent Directors of 
Toledo  send a response circular  to shareholders within 14 days  of the date on 
which the Offer Document is published. 
 
At  this point the  Independent Directors advise  shareholders to take no action 
regarding  the  Offer  until  they  have  received,  and  had  an opportunity to 
consider, the response circular. 
 
A  copy  of  the  Offer  Document,  the  announcement  by  DMCI  Mining and this 
announcement  will be made available, free  of charge, on the Company's website: 
www.toledomining.com 
 
 
 
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 
 
The  content of the website referred to in this announcement is not incorporated 
into and does not form part of this announcement. 
 
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 
[HUG#1683248] 
 

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