TIDMTHT
RNS Number : 8319V
Ferrero International SA
12 August 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
12 August 2015
MANDATORY RECOMMENDED CASH OFFER
by
FERHOLDING UK LIMITED a wholly owned subsidiary of
FERRERO INTERNATIONAL S.A.
for
THORNTONS PLC
Compulsory Acquisition of Thorntons Shares
Compulsory Acquisition
As at 3:00 p.m. (London time) on 11 August 2015, Ferholding had,
since making the Offer, either acquired, unconditionally contracted
to acquire (subject to completion, registration and/or settlement)
or received valid acceptances of the Offer in respect of,
43,562,441 Thorntons Shares representing approximately 90.12 per
cent. of the issued share capital not already held by Ferholding at
the time of making the Offer.
Accordingly, Ferholding announces that it will dispatch
compulsory acquisition notices, in the prescribed form of section
980(1) of the CA2006, to Thorntons Shareholders who have not yet
validly accepted the Offer. The notices will inform such Thorntons
Shareholders that Ferholding will compulsorily acquire their
Thorntons Shares under the provisions of sections 974 to 991 of the
CA2006.
Offer Update
Ferholding also announces that the Offer will now remain open
until further notice.
As at 3.00 p.m. (London time) on 11 August 2015, Ferholding had
received valid acceptances of the Offer and was, together with its
nominee, the registered holder in respect of a total of 59,726,382
Thorntons Shares which may be counted towards satisfaction of the
acceptance condition to the Offer, representing approximately 86.62
per cent. of the current issued share capital of Thorntons.
Within this, Ferholding:
-- had received valid acceptances of the Offer in respect of
21,558,489 Thorntons Shares, representing approximately 31.26 per
cent. of the current issued share capital of Thorntons;
-- was, together with its nominee, the registered holder of
38,167,893 Thorntons Shares (excluding any Thorntons Shares which
have been acquired pursuant to the Offer following acceptances of
the Offer), representing approximately 55.36 per cent. of the
current issued share capital of Thorntons.
Acceptances of the Offer in respect of 140,598 Thorntons Shares
(representing approximately 0.20 per cent. of the current issued
share capital of Thorntons) were received pursuant to the
irrevocable undertakings received from Barry Bloomer (in respect of
Thorntons Shares held by Mrs V Bloomer), Diana Houghton (in respect
of her beneficial holding of Thorntons Shares) and Martin George.
There are no outstanding acceptances in relation to any irrevocable
undertakings in respect of Thorntons Shares.
In addition to the Thorntons Shares referred to above,
Ferholding had also unconditionally agreed to acquire, subject to
completion, registration and/or settlement, 4,445,700 Thorntons
Shares, representing approximately 6.45 per cent. of the current
issued share capital of Thorntons.
Accordingly, as at 3.00 p.m. (London time) on 11 August 2015,
Ferholding owned, had unconditionally agreed to acquire (subject to
completion, registration and/or settlement) or had received valid
acceptances of the Offer in respect of, a total of 64,172,082
Thorntons Shares, representing approximately 93.07 per cent. of the
current issued share capital of Thorntons.
Settlement of consideration
The consideration to which any Thorntons Shareholder is entitled
under the Offer will be settled within 14 days of such receipt of a
valid acceptance in the manner described in the Offer Document.
Unless otherwise defined herein, terms used in this announcement
are as defined in the offer document sent to Thorntons Shareholders
dated 22 June 2015.
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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