Toledo Mining Corporation PLC Toledo Mining Corporation PLC : Mandatory Cash Offer for Toledo Declared Unconditional in all R...

 
TIDMTMC 
 
02 April 2013 
 
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. 
 
                         Toledo Mining Corporation plc 
                          ("Toledo" or the "Company") 
   Re: Mandatory cash offer for Toledo declared unconditional in all respects 
 
The  Company notes  the announcement  dated 2 April  by DMCI  Mining Corporation 
("DMCI  Mining"), regarding  the level  of acceptances  that it  had received in 
relation  to its Offer  and that the  Offer has now  become unconditional in all 
respects. 
 
Together  with the 18,818,344 Toledo Shares already  owned by DMCI Mining, valid 
acceptances  of  the  Offer  amount  to  27,988,791 Toledo  Shares  representing 
approximately  56.2 per cent. of Toledo's issued share capital and therefore the 
sole  condition of holding more than 50 per cent. of the Company's voting rights 
has now been satisfied. 
 
The  Independent  Directors  reaffirm  the  advice  contained  in  the  response 
circular,  published by the  Company on 19 March  2013, that Shareholders accept 
the Offer. 
 
The Offer will remain open for acceptances until 1.00 p.m. on 16 April 2013. 
 
A  copy  of  this  announcement,  along  with  the announcement released by DMCI 
Mining,  will  be  made  available,  free  of  charge, on the Company's website: 
www.toledomining.com.    The   content  of  the  website  referred  to  in  this 
announcement   is  not  incorporated  into  and  does  not  form  part  of  this 
announcement. 
 
The  terms used in  this announcement have  the same meaning  as in the Response 
Circular. 
 
Enquiries: 
Victor Kolesnikov, Chief Executive Officer, Toledo Mining Corporation 
[phone] 
 
John Harrison/Richard Morrison/Jen Boorer, RFC Ambrian Limited 
Financial Adviser and Nominated Adviser 
[phone] 
 
Anthony Shewell, Fin Public Relations 
[phone] 
 
Carina Corbett,  4C Communications Ltd 
[phone] 
 
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 
[phone] 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#1689384]