Amendment to Tender Offer

 

TIDMTOMK TIDM56MP 
 
RNS Number : 3163T 
Pinafore Acquisitions Limited 
27 September 2010 
 
                     Amendment to Tender Offer for Notes of 
                      Tomkins PLC and Tomkins Finance PLC 
 
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED AND/OR RESIDENT IN THE UNITED STATES, 
AUSTRALIA, CANADA OR JAPAN OR TO ANY PERSON LOCATED IN THE REPUBLIC OF ITALY. 
 
27 September 2010.  On 13 September 2010, Pinafore, LLC (the "Company") 
announced an invitation to the holders of the outstanding GBP150,000,000 8 per 
cent. Notes due 2011 issued by Tomkins PLC and guaranteed by Tomkins Finance PLC 
(ISIN XS0140478321) (the "2011 Notes") and the holders of the outstanding 
GBP250,000,000 6.125 per cent. Notes due 2015 issued by Tomkins Finance PLC and 
guaranteed by Tomkins PLC (ISIN XS0176337599) (the "2015 Notes" and together 
with the 2011 Notes, the "Notes") to offer to sell to the Company for cash any 
and all of the Notes held by such holders (the "Solicitation"), all in 
accordance with and upon the terms and subject to the conditions contained in 
the tender offer memorandum dated 13 September 2010 (the "Tender Offer 
Memorandum"). Tomkins PLC and Tomkins Finance PLC were re-registered as private 
limited companies on 24 September 2010 and are now known as Tomkins Limited and 
Tomkins Finance Limited, respectively. 
With effect from the date hereof, the invitation to the holders of the 2011 
Notes is now being made by Tomkins Limited and the invitation to the holders of 
the 2015 Notes is now being made by Tomkins Finance Limited, in each case 
instead of the Company.  All other terms of the Solicitation remain unchanged 
and will be adopted and honoured by Tomkins Limited or Tomkins Finance Limited 
as applicable, including, for the avoidance of doubt, the applicable Purchase 
Price. 
Noteholders may, if they so wish, revoke their Tender Instructions until 11.00 
a.m. (CET) on 28 September 2010 by notification in accordance with the 
procedures for withdrawal specified in the Tender Offer Memorandum. However any 
Noteholder who does not so revoke their Tender Instructions will have their 
tender accepted, subject as set out below, by Tomkins Limited or Tomkins Finance 
Limited. 
Tomkins Limited and Tomkins Finance Limited may, in their sole discretion, 
extend, amend, supplement, waive any condition of or terminate the Solicitation 
at any time, and will announce details of any such extension, amendment, 
supplement, waiver or termination as soon as reasonably practicable after the 
relevant decision is made. 
Further Information 
The Solicitation is described in full in the Tender Offer Memorandum. Requests 
for copies of the Tender Offer Memorandum, any information in relation to the 
procedures for tendering Notes in the Solicitation and the submission of tender 
instructions should be directed to the Tender Agent at: 
                          Lucid Issuer Services Limited 
                                  Leroy House 
                                 436 Essex Road 
                                  London N1 3QP 
                                 United Kingdom 
                            Attention: Lee Pellicci 
                          Telephone: [phone] 
                              Fax: [phone] 
                          E-mail: [e-mail] 
 
Citigroup Global Markets Limited and Merrill Lynch International are the Dealer 
Managers for the Solicitation.  Requests for information in relation to the 
Solicitation should be directed to: 
                        Citigroup Global Markets Limited 
                                Citigroup Centre 
                                33 Canada Square 
                                 London E14 5LB 
                                 United Kingdom 
                      Attention: Liability Management Group 
                          Telephone: [phone] 
                  E-mail: [e-mail] 
 
                          Merrill Lynch International 
                              2 King Edward Street 
                                London EC1A 1HQ 
                                 United Kingdom 
                  Attention: John Cavanagh/Tommaso Gros-Pietro 
                        Telephone: [phone]/2324 
          E-mail: [e-mail]/[e-mail] 
 
DISCLAIMER 
This announcement must be read in conjunction with the Tender Offer Memorandum. 
This announcement and the Tender Offer Memorandum contain important information 
which should be read carefully before any decision is made with respect to the 
Solicitation.  If you are in any doubt as to the action you should take, you are 
recommended to seek your own financial advice, including as to any tax 
consequences, from its stockbroker, bank manager, solicitor, accountant or other 
independent financial adviser. Any individual or company whose Notes are held on 
its behalf by a broker, dealer, bank, custodian, trust company or other nominee 
must contact such entity if it wishes to tender Notes in the Solicitation.  None 
of the Company, the Dealer Managers or the Tender Agent makes any recommendation 
whether holders should tender Notes in the Solicitation. 
                OFFER RESTRICTIONS APPLICABLE TO THE SOLICITATION 
The distribution of this announcement and the Tender Offer Memorandum in certain 
jurisdictions may be restricted by law.  Persons into whose possession this 
announcement and/or the Tender Offer Memorandum comes are required by the 
Company, the Dealer Managers and the Tender Agent to inform themselves about, 
and to observe, any such restrictions.  Neither this announcement nor the Tender 
Offer Memorandum constitute an offer to buy or a solicitation of an offer to 
sell any Notes, and offers to sell Notes in the Solicitation will not be 
accepted from Noteholders in any jurisdiction in which such offer or 
solicitation is unlawful.  In those jurisdictions where the securities, blue sky 
or other laws require the Solicitation to be made by a licensed broker or dealer 
and either of the Dealer Managers or any of their respective affiliates is such 
a licensed broker or dealer in such jurisdictions, the Solicitation shall be 
deemed to be made by such Dealer Manager or affiliate, as the case may be, on 
behalf of the Company in such jurisdiction. 
United States 
The Solicitation is not being made and will not be made, directly or indirectly, 
in or into, or by use of the mails of, or by any means or instrumentality 
(including, without limitation, facsimile transmission, telex, telephone, e-mail 
or other forms of electronic transmission) of interstate or foreign commerce of, 
or any facility of a national securities exchange of, the United States, and the 
Notes may not be tendered in the Solicitation by any such use, means, 
instrumentality or facility from or within the United States or by persons 
located or resident in the United States. Accordingly, copies of this 
announcement and/or the Tender Offer Memorandum and any other documents or 
materials relating to the Solicitation are not being, and must not be, directly 
or indirectly, mailed or otherwise transmitted, distributed or forwarded in or 
into the United States or to persons located or resident in the United States. 
Any purported tender of Notes in the Solicitation resulting directly or 
indirectly from a violation of these restrictions will be invalid and tenders of 
Notes made by a person located or resident in the United States or any agent, 
fiduciary or other intermediary acting on a non-discretionary basis for a 
principal located or resident in the United States will not be accepted.  For 
the purposes of this paragraph, United States means the United States of 
America, its territories and possessions, any state of the United States of 
America and the District of Columbia. 
United Kingdom 
The communication of this announcement and/or the Tender Offer Memorandum and 
any other documents or materials relating to the Solicitation is not being made 
and such documents and/or materials have not been approved by an authorised 
person for the purposes of section 21 of the Financial Services and Markets Act 
2000. Accordingly, such documents and/or materials are not being distributed to, 
and must not be passed on to, the general public in the United Kingdom, and are 
only for circulation to persons outside the United Kingdom or to persons within 
the United Kingdom falling within the definition of investment professionals (as 
defined in Article 19(5) of the Financial Services and Markets Act 2000 
(Financial Promotion) Order 2005 (the "Order")) or to other persons to whom it 
may lawfully be communicated in accordance with the Order (all such persons 
together being referred to as "relevant persons"). This announcement and the 
Tender Offer Memorandum must not be acted on or relied on by persons who are not 
relevant persons. The Solicitation to which the Tender Offer Memorandum relates 
is being made only to relevant persons and will be engaged in only with relevant 
persons. Any person who is not a relevant person should not act or rely on this 
announcement and/or the Tender Offer Memorandum or any of their content. 
Neither this announcement nor the Tender Offer Memorandum may be distributed, 
published, reproduced or disclosed (in whole or in part) by recipients to any 
other person. 
The Republic of Italy 
None of the Solicitation, the Tender Offer Memorandum or any other documents or 
materials relating to the Solicitation have been or will be submitted to the 
clearance procedure of the Commissione Nazionale per le Società e la Borsa 
(CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders are 
hereby notified that the Solicitation is not intended to be addressed, and 
neither this announcement, nor the Tender Offer Memorandum nor any other 
documents or materials relating to the Solicitation has been prepared in order 
to be sent, by any means, distributed or otherwise made available, as part of 
the Solicitation, to any person in Italy. 
Kingdom of Belgium 
The Solicitation is not being made, directly or indirectly, to the public in the 
Kingdom of Belgium ("Belgium"). The Solicitation is being exclusively conducted 
in Belgium under applicable private placement exemptions and therefore this 
announcement and the Tender Offer Memorandum have not been and will not be 
notified to nor approved by the Belgian Banking, Finance and Insurance 
Commission (Commission Bancaire, Financiere et des Assurances/Commissie voor het 
Bank, Financie en Assurantiewezen) and neither this announcement, nor the Tender 
Offer Memorandum nor any other documents or materials relating to the 
Solicitation have been, or will be, approved by the Belgian Banking, Finance and 
Insurance Commission. Accordingly, the Solicitation may not be advertised and 
neither this announcement, nor the Tender Offer Memorandum nor any such 
documents or materials may be distributed or made available in Belgium other 
than to qualified investors, as referred to in article 10 of the Law of 16 June 
2006 on public offers of investment instruments and the admission to trading of 
investment instruments on a regulated market, acting for their own account. The 
Tender Offer Memorandum has been issued only for the personal use of such 
qualified investors and exclusively for the purpose of the Solicitation. 
Accordingly, the information contained herein may not be used for any other 
purpose nor disclosed to any other person in Belgium. 
Republic of France 
The Solicitation is not being made, directly or indirectly, to the public in the 
Republic of France ("France"). Neither this announcement, nor the Tender Offer 
Memorandum nor any other documents or materials relating to the Solicitation 
have been or will be distributed to the public in France and only (i) providers 
of investment services relating to portfolio management for the account of third 
parties and/or (ii) qualified investors (investisseurs qualifié) other than 
individuals, all as defined in, and in accordance with, Articles L.411-1, 
L.41l-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are 
eligible to participate in the Solicitation. The Tender Offer Memorandum has not 
been and will not be submitted to or approved by the Autorité des Marches 
Financiers. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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