Scheme of arrangement becomes effective


 

TIDMTOMK 
 
RNS Number : 2676T 
Tomkins plc 
24 September 2010 
 
 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 such jurisdiction 
 
                                                               24 September 2010 
 
      Recommended cash acquisition of Tomkins plc by Pinafore Acquisitions 
                                  Limited 
 
 
                    Scheme of Arrangement becomes effective 
 
The Independent Directors of Tomkins are pleased to announce that the Scheme of 
Arrangement under Part 26 of the Companies Act 2006 to implement the acquisition 
of Tomkins by Pinafore has become effective in accordance with its terms. 
 
As announced on 21 September 2010, Tomkins Shares will cease to be listed on the 
Official List of the UK Listing Authority and their admission to trading on the 
main market of the London Stock Exchange will be cancelled at 8.00 a.m. (London 
time) on 28 September 2010, and Tomkins ADRs will be permanently suspended from 
trading on the New York Stock Exchange from 5.00 p.m. (New York time) on 24 
September 2010. 
 
Elections for Loan Notes have been validly made with respect to 8,937,843 
Tomkins Shares (excluding any elections received by Tomkins in respect of 
unissued Tomkins Shares pursuant to the Tomkins Share Schemes), representing 
GBP29,047,989 aggregate nominal value of Loan Notes.  The minimum threshold of 
GBP2 million in aggregate nominal value for all Loan Notes has therefore been 
exceeded and the Loan Notes will be issued by Pinafore in accordance with the 
terms of the Scheme. 
 
Settlement of cash consideration, and the issue of certificates in respect of 
Loan Notes pursuant to the Loan Note Alternative should be effected by Pinafore 
by 8 October 2010. 
 
Unless the context otherwise requires, terms defined in the announcement of the 
acquisition on 27 July 2010 have the same meaning in this announcement. 
 
 
Enquiries: 
 
+-----------------------------------------+--------------------+ 
| J.P. Morgan Cazenove (financial adviser | +44 (0)20 7742     | 
| to Tomkins)                             | 4000               | 
+-----------------------------------------+--------------------+ 
| Edmund Byers                            |                    | 
| Barry Weir                              |                    | 
| Patrick Magee                           |                    | 
+-----------------------------------------+--------------------+ 
| Finsbury (PR adviser to Tomkins)        | +44 (0)20 7251     | 
|                                         | 3801               | 
+-----------------------------------------+--------------------+ 
| Rollo Head                              |                    | 
| Clare Hunt                              |                    | 
+-----------------------------------------+--------------------+ 
 
J.P. Morgan plc, which conducts its UK investment banking businesses as J.P. 
Morgan Cazenove and is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting exclusively for Tomkins and for no one 
else in connection with the Acquisition and will not be responsible to anyone 
other than Tomkins for providing the protections afforded to clients of J.P. 
Morgan plc nor for providing advice in relation to the Acquisition or any matter 
referred to in this announcement. 
 
The distribution of this announcement to persons 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.  Persons who are not 
resident in the United Kingdom should inform themselves about, and observe, any 
applicable legal or regulatory requirements of their jurisdictions.  Further 
details in relation to overseas shareholders are contained in the Scheme 
Document. 
 
Dealing disclosure requirements 
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 p.m. (London time) on the 10th business day following the 
commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 
(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 p.m. 
(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.  If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on +44 (0)20 7638 0129. 
 
Publication on website 
A copy of this announcement will be available on the "Recommended Acquisition by 
Pinafore Acquisitions Limited" section of the Investors page of the Tomkins 
website (www.tomkins.co.uk) by no later than 5.00 p.m. (London time) on 24 
September 2010. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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