SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
File No. 0-17140
For the month of September, 2010
Tomkins plc
(Translation of registrant's name into English)
East Putney House, 84 Upper Richmond Road,
London SW15 2ST, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F:
Form 20-F...X..... Form 40-F........
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934:
Yes....... No...X....
Exhibit Index
Exhibit No.
1. Safe Harbour Statement
2. Scheme of arrangement becomes effective
Exhibit 1
This document may contain "forward-looking statements" within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). When used in this document, the words "anticipate", "believe", "estimate", "assume", "could", "should", "expect" and similar expressions, as they relate to Tomkins or its management, are intended to identify such forward-looking statements. Such statements are based on management's good faith assumptions, anticipations, expectations and forecasts concerning Tomkins' future business plans, products, services, financial results, performance and future events and on information relevant to our businesses, industries and operating environments. Such forward-looking statements are subject to certain risks and uncertainties that could cause the actual results, performance or achievements of Tomkins to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Such risks and uncertainties, include, among others, adverse changes or uncertainties in general economic conditions in the markets we serve, changes in laws or regulatory developments adverse to us (including environmental-related laws or regulations), difficulties we may face in maintaining necessary licenses or other governmental approvals, changes in the competitive position or introduction of new competitors or new competitive products, reduced demand for our products, loss of key customers or lack of acceptance of new products or services by Tomkins' targeted customers, difficulties in controlling our costs in correlation with the prices charged to our customers, increases in the cost of raw materials, difficulties in obtaining sufficient levels of supplies or equipment in a timely or cost-effective manner, loss of key distributors, product liability claims, inability to preserve proprietary interests in intellectual property, changes in business strategy, any management level or large-scale employee turnover, any major disruption in production at our key facilities, difficulties in raising sufficient capital on favourable terms, adverse changes in foreign exchange rates, embargoes, acts of terrorism or war, and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. For more discussion of the risks affecting us, please refer to Item 3.D. in our latest Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission.
These forward-looking statements represent our view only as of the date they are made, and we disclaim any obligation to update forward-looking statements contained herein, except as may be otherwise required by law.
Exhibit 2
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 such jurisdiction
24 September 2010
Recommended cash acquisition of Tomkins plc by Pinafore Acquisitions Limited
Scheme of Arrangement becomes effective
The Independent Directors of Tomkins are pleased to announce that the Scheme of Arrangement under Part 26 of the Companies Act 2006 to implement the acquisition of Tomkins by Pinafore has become effective in accordance with its terms.
As announced on 21 September 2010, Tomkins Shares will cease to be listed on the Official List of the UK Listing Authority and their admission to trading on the main market of the London Stock Exchange will be cancelled at 8.00 a.m. (London time) on 28 September 2010, and Tomkins ADRs will be permanently suspended from trading on the New York Stock Exchange from 5.00 p.m. (New York time) on 24 September 2010.
Elections for Loan Notes have been validly made with respect to 8,937,843 Tomkins Shares (excluding any elections received by Tomkins in respect of unissued Tomkins Shares pursuant to the Tomkins Share Schemes), representing £29,047,989 aggregate nominal value of Loan Notes. The minimum threshold of £2 million in aggregate nominal value for all Loan Notes has therefore been exceeded and the Loan Notes will be issued by Pinafore in accordance with the terms of the Scheme.
Settlement of cash consideration, and the issue of certificates in respect of Loan Notes pursuant to the Loan Note Alternative should be effected by Pinafore by 8 October 2010.
Unless the context otherwise requires, terms defined in the announcement of the acquisition on 27 July 2010 have the same meaning in this announcement.
Enquiries:
|
J.P. Morgan Cazenove (financial adviser to Tomkins)
|
+44 (0)20 7742 4000
|
|
Edmund Byers
Barry Weir
Patrick Magee
|
|
|
Finsbury (PR adviser to Tomkins)
|
+44 (0)20 7251 3801
|
|
Rollo Head
Clare Hunt
|
|
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Tomkins and for no one else in connection with the Acquisition and will not be responsible to anyone other than Tomkins for providing the protections afforded to clients of J.P. Morgan plc nor for providing advice in relation to the Acquisition or any matter referred to in this announcement.
The distribution of this announcement to persons 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. Persons who are not resident in the United Kingdom should inform themselves about, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Scheme Document.
Dealing disclosure requirements
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 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 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 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 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. 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.
Publication on website
A
copy of this announcement will be available on the "Recommended Acquisition by Pinafore Acquisitions Limited" section of the Investors page of the Tomkins website (
www.tomkins.co.uk
) by no later than 5.00 p.m. (London time) on 24 September 2010.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
By: Tomkins plc
(Registrant)
Date: 24 September, 2010
By: /s/ Denise Patricia Burton
----------------------------
Name: Denise Patricia Burton
Title: Company Secretary
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