Thorntons PLC Rule 2.11 Announcement (1503R)
25 June 2015 - 2:20AM
UK Regulatory
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RNS Number : 1503R
Thorntons PLC
24 June 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 or such jurisdiction.
Thorntons PLC
(the "Company")
Rule 2.11 Announcement
On 22 June 2015 Ferholding UK LTD, a wholly owned subsidiary of
Ferrero International S.A. announced a recommended cash offer for
the entire issued and to be issued ordinary share capital of
Thorntons. The Offer Document was posted on the same day.
Set out in the Announcement and Offer Document Barry Bloomer, a
Director of Thorntons, had given an irrevocable undertaking to
accept or procure the acceptance of the Offer at the Offer Price in
respect of his interest in 14,486 Thorntons Shares (representing
approximately 0.02 per cent. of Thorntons' issued share capital).
The Company announces that the registered holder inadvertently sold
these 14,486 Thorntons Shares on 23 June 2015 and, therefore, Mr
Bloomer will no longer comply with his irrevocable undertaking
regarding his acceptance of the Offer in respect of these 14,486
Thorntons Shares. The Company confirms that Mr Bloomer will
continue to comply with his irrevocable undertaking to accept or
procure the acceptance of the Offer at the Offer Price in respect
of any Thorntons Shares arising from the exercise of his options
held under the Thorntons Share Schemes. The Company also confirms
that Mr Bloomer's interest in, and irrevocable undertaking to
accept or procure the acceptance of the Offer at the Offer Price in
respect of 20,598 Thorntons Shares remains unchanged.
Defined terms used in this announcement have the same meaning as
in the Announcement dated 22 June 2015.
Thorntons PLC
Tel: 01773 542384
Mark R. Henson - Company Secretary
Investec Bank plc (Financial Adviser and Broker to
Thorntons)
Tel: 020 7597 4000
Chris Treneman
David Flin
David Anderson
Cardew Group (Thorntons PR adviser)
Tel: 020 7930 0777
Anthony Cardew
Nadja Vetter
Additional information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
Overseas jurisdictions
The distribution of this announcement in jurisdictions outside
the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform
themselves about, and observe, such restrictions. Any failure to
comply with the restrictions may constitute a violation of the
securities law of any such jurisdiction.
Disclosure requirements
Under Rule 8.3(a) of the City Code, any person who is interested
in 1% or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City 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 securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange
offeror(s), 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
securities exchange 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 information is provided by RNS
The company news service from the London Stock Exchange
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