(TMC) Toledo Mining Corp

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 OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

1 May 2013

Recommended Cash Offer

by DMCI Mining Corporation

for Toledo Mining Corporation PLC

UPDATE ON ACCEPTANCES AND CLOSING OF OFFER

Introduction

On 15 February 2013, DMCI Mining Corporation, a wholly-owned subsidiary of DMCI Holdings, announced that it had increased its stake in Toledo to approximately 37.7 per cent.  As a result, DMCI Mining confirmed that it would make a cash offer to acquire the entire issued and to be issued share capital of Toledo not already owned by DMCI Group. The Offer was declared wholly unconditional on 2 April 2013. 

Level of Acceptances

As at 1.00 p.m. (London time) on 30 April 2013, the closing date of the Offer, DMCI Mining had received valid acceptances in respect of a total of 13,632,902 Toledo Shares. These acceptances include those received in respect of 2,501,019 Toledo Shares which were subject to a letter of intent procured by DMCI Mining from World Fund PTE Limited. As at 1.00 p.m. (London time) on 30 April 2013, DMCI Mining had not received a valid acceptance in respect of 1,300,000 Toledo Shares which were subject to a letter of intent procured by DMCI Mining from Alfredo C. Ramos.

On 5 March 2013, being the date of the Offer, DMCI Mining owned 18,818,344 Toledo Shares. DMCI Mining acquired a further 615,000 Toledo Shares at or below the Offer Price through market purchases. In addition, DMCI Mining has acquired 275,000 Toledo Shares that were issued upon the exercise of share options held by certain members of Toledo's management team.

Therefore, DMCI Mining now owns or has received valid acceptances in respect of a total of 33,341,246 Toledo Shares, representing approximately 66.5 per cent. of the existing issued share capital of Toledo.

Offer Closed

The Offer is now closed and is no longer capable of acceptance.

Settlement

The consideration to which any Toledo Shareholder is entitled under the Offer in respect of valid acceptances received on or before 16 April 2013 was settled on or before 30 April 2013 in the manner described in the Offer Document. The consideration to which any Toledo Shareholder is entitled under the Offer in respect of valid acceptances received after 16 April 2013 will be settled within 14 calendar days of such receipt in the manner described in the Offer Document.

Interests in relevant securities

Save for the interests set out below, as at 1.00 p.m. (London time) on 30 April 2013, none of DMCI Mining, DMCI Holdings, the DMCI Mining Directors, the DMCI Holdings Directors nor (so far as DMCI Mining is aware) any person acting in concert with DMCI Mining or DMCI Holdings (a) is interested in, or has any rights to subscribe for, any relevant securities of Toledo, or securities convertible or exchangeable into Toledo Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise) in, including any short position under a derivative or any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any relevant securities of Toledo or (c) has any borrowing or lending of any relevant securities of Toledo (save for any borrowed Toledo Shares which have been either on-lent or sold).

As at 1.00 p.m. (London time) on 30 April 2013 DMCI Mining is the beneficial owner of 33,341,246 Toledo Shares.

Enquiries:

Evercore Partners (financial advisor to the DMCI Group)

Stephen CuUnjieng                                                                                      +852 3983 2600

Nancy Valiente

Edward Banks                                                                                          +44 20 7268 2700

Andrew Price

Unless otherwise stated, defined terms used in this announcement have the same meaning as set out in the Offer Document or in the response circular published by Toledo on 19 March 2013.

Evercore Partners, through Evercore Asia Limited and Evercore Partners International LLP, is acting exclusively for the DMCI Group and no one else in connection with the Offer and will not be responsible to anyone other than the DMCI Group for providing the protections afforded to the customers of Evercore Partners or for providing advice in relation to the Offer or in relation to the contents of this document or any transaction or arrangement referred to herein. Evercore Asia Limited is licensed in Hong Kong by the Hong Kong Securities and Futures Commission. Evercore Partners International LLP is authorised and regulated in the United Kingdom by the Financial Conduct Authority.

This announcement has been prepared for the purpose 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.

Publication on DMCI website

A copy of this announcement will be available, free of charge, at www.dmciholdings.com.

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 OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

17 April 2013

Recommended Cash Offer

by DMCI Mining Corporation

for Toledo Mining Corporation PLC

EXTENSION OF CLOSING DATE

Introduction

On 15 February 2013, DMCI Mining Corporation, a wholly-owned subsidiary of DMCI Holdings, announced that it had increased its stake in Toledo to approximately 37.7 per cent.  As a result, DMCI Mining confirmed that it would make a cash offer to acquire the entire issued and to be issued share capital of Toledo not already owned by DMCI Group. On 19 March 2013, the Toledo Independent Directors announced that they had unanimously recommended that Toledo Shareholders accept the Offer.

The Offer was declared wholly unconditional on 2 April 2013 and the closing date was extended to 1.00 p.m. (London time) on 16 April 2013.

Extension of the Offer

The Offer, which remains subject to the terms set out in the Offer Document, is being extended further and will remain open for acceptance until 1.00 p.m. (London time) on 30 April 2013.

Should there be any further extension of the Offer this will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Offer is due to expire, or such later time or date as the Takeover Panel may agree.

Level of acceptances

As at 1.00 p.m. (London time) on 16 April 2013, DMCI Mining had received valid acceptances in respect of a total of 13,392,871 Toledo Shares, representing approximately 26.9 per cent. of the existing issued share capital of Toledo.  These acceptances include those received in respect of 2,501,019 Toledo Shares which were subject to a letter of intent procured by DMCI Mining from World Fund PTE Limited. As at 1.00 p.m. (London time) on 16 April 2013, DMCI Mining had not yet received a valid acceptance in respect of 1,300,000 Toledo Shares which were subject to a letter of intent procured by DMCI Mining from Alfredo C. Ramos.

On 5 March 2013, being the date of the Offer, DMCI Mining owned 18,818,344 Toledo Shares, representing approximately 37.7 per cent. of the existing issued share capital of Toledo.  In addition, DMCI Mining has acquired a further 615,000 Toledo Shares at or below the Offer Price through market purchases, representing approximately 1.2 per cent. of the existing issued share capital of Toledo.

Therefore, DMCI Mining now owns or has received valid acceptances in respect of a total of 32,826,215 Toledo Shares, representing approximately 65.9 per cent. of the existing issued share capital of Toledo.

Action to be taken by Toledo Shareholders

Toledo Shareholders who have not yet accepted the Offer are urged to do so immediately and, in any event, not later than 1.00 p.m. (London time) on 30 April 2013.

Full details of the procedure for accepting the Offer are set out in the Offer Document which has been sent to Toledo Shareholders.  Copies of the Offer Document are also available at www.dmciholdings.com.  Toledo Shareholders should contact Capita Registrars on 0871 664 0321 or, if telephoning from outside the UK, on +44 20 8639 3399 with any questions relating to the Offer or the procedure for accepting the Offer, or if you do not have a Form of Acceptance*.

The Toledo Independent Directors have confirmed that they believe the terms of the Offer are fair and reasonable and accepting the Offer is in the best interests of Toledo Shareholders.

Settlement

The consideration to which any Toledo Shareholder is entitled under the Offer in respect of valid acceptances received on or before 2 April 2013 was settled on 16 April 2013 in the manner described in the Offer Document. The consideration to which any Toledo Shareholder is entitled under the Offer in respect of valid acceptances received after 2 April 2013 will be settled within 14 calendar days of such receipt in the manner described in the Offer Document.

Interests in relevant securities

Save for the interests set out below, as at 1.00 p.m. (London time) on 16 April 2013, being the latest practicable date prior to publication of this announcement, none of DMCI Mining, DMCI Holdings, the DMCI Mining Directors, the DMCI Holdings Directors nor (so far as DMCI Mining is aware) any person acting in concert with DMCI Mining or DMCI Holdings (a) is interested in, or has any rights to subscribe for, any relevant securities of Toledo, or securities convertible or exchangeable into Toledo Shares, (b) has any short position (whether conditional or absolute and whether in the money or otherwise) in, including any short position under a derivative or any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, any relevant securities of Toledo or (c) has any borrowing or lending of any relevant securities of Toledo (save for any borrowed Toledo Shares which have been either on-lent or sold).

As at 1.00 p.m. (London time) on 16 April 2013, being the latest practicable date prior to publication of this announcement, DMCI Mining is the beneficial owner of 32,826,215 Toledo Shares.

Enquiries:

Evercore Partners (financial advisor to the DMCI Group)

Stephen CuUnjieng                                                                                      +852 3983 2600

Nancy Valiente

Edward Banks                                                                                          +44 20 7268 2700

Andrew Price

Unless otherwise stated, defined terms used in this announcement have the same meaning as set out in the Offer Document or in the response circular published by Toledo on 19 March 2013.

Evercore Partners, through Evercore Asia Limited and Evercore Partners International LLP, is acting exclusively for the DMCI Group and no one else in connection with the Offer and will not be responsible to anyone other than the DMCI Group for providing the protections afforded to the customers of Evercore Partners or for providing advice in relation to the Offer or in relation to the contents of this document or any transaction or arrangement referred to herein. Evercore Asia Limited is licensed in Hong Kong by the Hong Kong Securities and Futures Commission. Evercore Partners International LLP is authorised and regulated in the United Kingdom by the Financial Services Authority.

* Calls to Capita Registrars' 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to Capita Registrars' +44 20 8639 3399 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.  Please note that, for legal reasons, Capita Registrars will only be able to provide you with information contained in the Offer Document and will be unable to give advice on the merits of the Offer or to provide legal, financial or taxation advice on the contents of the Offer Document.

This announcement is not intended to and does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any sale or transfer of the securities referred to in this announcement in or into any jurisdiction in contravention of any applicable law. The Offer will be made solely by the Offer Document (together with, in the case of Toledo Shares in certificated form, the Form of Acceptance), which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Toledo Shareholders should carefully read the Offer Document (and, if they hold their Toledo Shares in certificated form, the Form of Acceptance) in its entirety before making a decision with respect to the Offer.

This announcement has been prepared for the purpose 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 K Kingdom.

The availability of the Offer to Toledo Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of those jurisdictions. In particular, the Offer is not, unless decided otherwise by DMCI Mining or required by the City Code, being made in or into or from, and is not capable of acceptance in or from, any Restricted Jurisdiction. Further details in relation to overseas Toledo Shareholders are contained in the Offer Document.

The Offer is not intended to be made, directly or indirectly, in, into or from any Restricted Jurisdiction and the Offer will not be capable of acceptance from or within any Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Offer (including the Offer Document and Form of Acceptance) are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including custodians, nominees and trustees) must not mail or otherwise distribute or send it in, into or from any Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offer.

Publication on DMCI website

A copy of this announcement will be available, free of charge, at www.dmciholdings.com.