Ferrero: Thortons-Offer «wholly unconditional»

Derbyshire / UK. (tt) Some weeks ago the Boards of Ferrero International S.A. (Ferrero) and Thorntons PLC (Thorntons) announced that they have reached an agreement on the terms of a recommended cash offer to be made by Ferholding UK Limited (Ferholding) (a wholly-owned subsidiary of Ferrero) for the entire issued and to be issued ordinary share capital of Thorntons. Now Ferholding announces that the Mandatory Recommended Cash Offer has become unconditional in all respects. The Offer will remain open for acceptance until 13:00 on 16 July 2015. Thorntons Shareholders who have not yet accepted the Offer are encouraged to do so without delay.

As at 13:00 (London time) on 13 July 2015, Ferholding had received valid acceptances of the Offer and was, together with its nominee, the registered holder in respect of a total of 49’675’665 Thorntons Shares which may be counted towards satisfaction of the acceptance condition to the Offer, representing approximately 72.05 percent of the current issued share capital of Thorntons. Within this, Ferholding …

• had received valid acceptances in respect of 12,349,807 Thorntons Shares (including acceptances in respect of 20,598 Thorntons Shares received pursuant to the irrevocable undertakings received from Barry Bloomer in respect of Thorntons Shares held by Mrs V Bloomer), representing approximately 17.91 per cent. of the current issued share capital of Thorntons; and
• was, together with its nominee, the registered holder of 37,325,858 Thorntons Shares, representing approximately 54.13 per cent. of the current issued share capital of Thorntons.

In addition to the Thorntons Shares referred to above, Ferholding had also agreed to acquire, subject to completion and/or settlement, 5’096’890 Thorntons Shares, representing approximately 7.39 percent of the current issued share capital of Thorntons.

Irrevocable undertakings to accept or procure the acceptance of the Offer remained outstanding in respect of 120’000 Thorntons Shares, representing approximately 0.17 percent of the current issued share capital of Thorntons. Details of these irrevocable undertakings are set out in the Offer Document.

Accordingly, as at 13:00 (London time) on 13 July 2015, Ferholding owned, had agreed to acquire (subject to completion and/or settlement), had received valid acceptances of the Offer or had received irrevocable undertakings (which remain outstanding) to accept the Offer in respect of a total of 54’892’555 Thorntons Shares, representing approximately 79.61 percent of the current issued share capital of Thorntons.

The consideration to which any Thorntons is entitled under the Offer will be settled (i) in the case of valid acceptances received by 13:00 (London time) on 13 July 2015, on or before 27 July 2015; and (ii) in the case of valid acceptances received after 13:00 (London time) on 13 July 2015, but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document (Imgage Source: Ferrero Nutella).