Toro Limited (the "Company")
14 March 2017
Maximum potential percentage holdings of the Concert Party members
This announcement contains price sensitive information
On 17 February 2017 the Company announced that it had published a Circular to Shareholders setting out the business to be considered at an Extraordinary General Meeting (the "EGM") on 17 March 2017 (the "Proposals").
The Proposals being put forward to Shareholders by the Board comprise:
· Resolution 1 - to renew the authority granted to the Company to make market purchases of its own Shares (the "Proposed Buy Back Authority"); and
· Resolutions 2 and 3 - to approve the waivers granted by the Panel of the obligation that would otherwise arise on any member of the Concert Party (including the Portfolio Manager individually) to make a general offer to Shareholders pursuant to Rule 9 of the Code as a result of:
(i) the allotment to the Portfolio Manager of the 2016 Performance Fee Shares (Resolution 2); and
(ii) the potential exercise by the Company, prior to the 2018 annual general meeting of the Company, of the Proposed Buy Back Authority (if approved) (Resolution 3).
As required by the Takeover Code, the Circular outlined the various scenarios of the maximum potential interests of the Concert Party following the issuance of the 2016 Performance Fee Shares, the full exercise of the Proposed Buy Back Authority and Exercise of Existing Buy Back Authority.
The Circular stated that on 14 March 2017 (being the day before the deadline for receipt of forms of proxy for voting at the EGM) the Company would make a further announcement of the maximum potential percentage holdings of the Concert Party members, taking into account any Shares acquired since the Latest Practicable Date under the Existing Buy Back Authority.
The Company announces today that:
· The maximum potential holdings of the Concert Party as a whole following the issuance of the maximum permitted 850,810 2016 Performance Fee Shares and the exercise of the Proposed Buy Back Authority in full over Shares not held by the Concert Party is now 54.5% per cent. of the Voting Rights.
· If Independent Shareholders approve Resolution 2 but do not approve Resolution 3, the maximum potential holdings of the Concert Party as a whole would be 46.3% per cent. of the Voting Rights.
· If, alternatively, Independent Shareholders do not approve Resolution 2 but do approve Resolution 3, the maximum potential holdings of the Concert Party as a whole would be 54.4% per cent. of the Voting Rights.
Enquiries:
Kirstie Sumarno
Chenavari Investment Managers
Email: [email protected]
Telephone: +44 20 7259 3600
Robert Peel
Fidante Capital
Email: [email protected]
Telephone: +44 20 7832 0983
IMPORTANT INFORMATION
This document has been issued by Toro, and should not be taken as an inducement to engage in any investment activity and is for the purpose of providing information about the Company. This document does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any share in the Company or securities in any other entity, in any jurisdiction, including the United States, Canada, Japan, South Africa nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.
This document, and the information contained therein, is not for viewing, release, distribution or publication in or into the United States, Canada, Japan, South Africa or any other jurisdiction where applicable laws prohibit its release, distribution or publication, and will not be made available to any national, resident or citizen of the United States, Canada, Japan or South Africa. The distribution of this document in other jurisdictions may be restricted by law and persons into whose possession this document comes must inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the federal securities law of the United States and the laws of other jurisdictions.
The shares issued and to be issued by the Company (the "Shares") have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Shares may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States, or to, or for the account or benefit of, US persons (as defined in Regulation S under the Securities Act). No public offering of the Shares is being made in the United States.
The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act. No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the Shares or passed upon or endorsed the merits of the offering of the Shares or the adequacy or accuracy of the Company's prospectus. Any representation to the contrary is a criminal offence in the United States. In addition, the Shares are subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Investors may be required to bear the financial risks of their investment in the Shares for an indefinite period of time. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.
No liability whatsoever (whether in negligence or otherwise) arising directly or indirectly from the use of this document is accepted and no representation, warranty or undertaking, express or implied, is or will be made by the Company, or any of their respective directors, officers, employees, advisers, representatives or other agents ("Agents") for any information or any of the opinions contained herein or for any errors, omissions or misstatements. None of the Agents makes or has been authorised to make any representation or warranties (express or implied) in relation to the Company or as to the truth, accuracy or completeness of this document, or any other written or oral statement provided. In particular, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on any, targets, estimates or forecasts contained in this document and nothing in this document is or should be relied on as a promise or representation as to the future.
Unless otherwise indicated, the information provided herein is based on matters as they exist as of the date of preparation and not as of any future date.
All investments are subject to risk, including the loss of the principal amount invested. Past performance is no guarantee of future returns. All investments to be held by the Company involve a substantial degree of risk, including the risk of total loss. The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. You should always seek expert legal, financial, tax and other professional advice before making any investment decision.
