Form 8 (DD) - (Carluccio's Plc)
14 9월 2010 - 7:38PM
UK Regulatory
TIDMCARL
RNS Number : 6462S
C1 Acquisitions Limited
14 September 2010
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
+------------------+--------------+
| (a) | Milestone |
| Identity | Resources |
| of the | Group |
| party to | Limited |
| the | |
| offer or | |
| person | |
| acting | |
| in | |
| concert | |
| making | |
| the | |
| disclosure: | |
+------------------+--------------+
| (b) | N/A |
| Owner | |
| or | |
| controller | |
| of | |
| interests | |
| and short | |
| positions | |
| disclosed, | |
| if | |
| different | |
| from 1(a): | |
| The | |
| naming of | |
| nominee or | |
| vehicle | |
| companies | |
| is | |
| insufficient | |
+------------------+--------------+
| (c) | Carluccio's |
| Name | Plc |
| of | |
| offeror/offeree | |
| in relation to | |
| whose relevant | |
| securities this | |
| form relates: | |
| Use a | |
| separate form | |
| for each | |
| offeror/offeree | |
+------------------+--------------+
| (d) | Person |
| Status | acting |
| of | in |
| person | concert |
| making | with |
| the | Offeror |
| disclosure: | (C1 |
| e.g. | Acquisitions |
| offeror, | Limited) |
| offeree, | |
| person | |
| acting in | |
| concert | |
| with the | |
| offeror/offeree | |
| (specify name | |
| of | |
| offeror/offeree) | |
+------------------+--------------+
| (e) | 13 |
| Date | September |
| dealing | 2010 |
| undertaken: | |
+------------------+--------------+
| (f) | NO |
| Has | If |
| the | YES, |
| party | specify |
| previously | which: |
| disclosed, | |
| or is it | |
| today | |
| disclosing, | |
| under the | |
| Code in | |
| respect of | |
| any other | |
| party to | |
| this offer? | |
+------------------+--------------+
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates following the dealing
+----------------+-----------+--------+--------+--------+
| Class | |
| of | |
| relevant | |
| security: | |
| | |
+----------------+--------------------------------------+
| | Interests |Short positions |
| | | |
+ +--------------------+-----------------+
| | Number | % |Number | % |
+----------------+-----------+--------+--------+--------+
| (1) |1,330,333 | 2.2 | None | N/A |
| Relevant | | | | |
| securities | | | | |
| owned | | | | |
| and/or | | | | |
| controlled: | | | | |
+----------------+-----------+--------+--------+--------+
| (2) | None | N/A | None | N/A |
| Derivatives | | | | |
| (other than | | | | |
| options): | | | | |
+----------------+-----------+--------+--------+--------+
| (3) | None | N/A | None | N/A |
| Options | | | | |
| and | | | | |
| agreements | | | | |
| to | | | | |
| purchase/sell: | | | | |
+----------------+-----------+--------+--------+--------+
| |1,330,333 | 2.2 | None | N/A |
| | | | | |
| TOTAL: | | | | |
+----------------+-----------+--------+--------+--------+
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, or agreements to purchase or
sell relevant securities, should be given on a Supplemental Form 8 (Open
Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors' and
other executive options)
+--------------+--------+
| Class | N/A |
| of | |
| relevant | |
| security | |
| in | |
| relation | |
| to which | |
| subscription | |
| right | |
| exists: | |
+--------------+--------+
| Details, | N/A |
| including | |
| nature of | |
| the | |
| rights | |
| concerned | |
| and | |
| relevant | |
| percentages: | |
+--------------+--------+
If there are positions or rights to subscribe to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2(a)
or (b) (as appropriate) for each additional class of relevant security.
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
+----------+---------------+------------+--------+
| Class |Purchase/sale | Number | Price |
| of | | of | per |
|relevant | |securities | unit |
|security | | | |
+----------+---------------+------------+--------+
|Ordinary | Purchase | 1,330,333 | 142p |
| shares | | | |
+----------+---------------+------------+--------+
(b) Derivatives transactions (other than options)
+----------+-------------+---------------------+------------+--------+
| Class | Product | Nature | Number | Price |
| of |description | of | of | per |
|relevant | e.g. CFD | dealing | reference | unit |
|security | | e.g. |securities | |
| | | opening/closing | | |
| | | a long/short | | |
| | | position, | | |
| | |increasing/reducing | | |
| | | a long/short | | |
| | | position | | |
+----------+-------------+---------------------+------------+--------+
| N/A | N/A | N/A | N/A | N/A |
| | | | | |
+----------+-------------+---------------------+------------+--------+
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
+----------+-------------+-------------+------------+----------+-----------+--------+----------+
| Class | Product | Writing, | Number |Exercise | Type |Expiry | Option |
| of |description |purchasing, | of | price | e.g. | date | money |
|relevant | e.g. call | selling, |securities |per unit |American, | | paid/ |
|security | option | varying | to which | | European | |received |
| | | etc. | option | | etc. | |per unit |
| | | | relates | | | | |
+----------+-------------+-------------+------------+----------+-----------+--------+----------+
| N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
+----------+-------------+-------------+------------+----------+-----------+--------+----------+
(ii) Exercising
+----------+-------------+------------+----------+
| Class | Product | Number |Exercise |
| of |description | of | price |
|relevant | e.g. call |securities |per unit |
|security | option | | |
+----------+-------------+------------+----------+
| N/A | N/A | N/A | N/A |
+----------+-------------+------------+----------+
(d) Other dealings (including subscribing for new securities)
+----------+---------------+---------+-------------+
| Class | Nature |Details | Price |
| of | of | | per |
|relevant | dealing | | unit |
|security | e.g. | | (if |
| |subscription, | |applicable) |
| | conversion | | |
+----------+---------------+---------+-------------+
| N/A | N/A | N/A | N/A |
+----------+---------------+---------+-------------+
The currency of all prices and other monetary amounts should be stated.
Where there have been dealings in more than one class of relevant securities of
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
+-----------------+
| Details |
| of any |
| indemnity |
| or option |
| arrangement, |
| or any |
| agreement or |
| understanding, |
| formal or |
| informal, |
| relating to |
| relevant |
| securities |
| which may be |
| an inducement |
| to deal or |
| refrain from |
| dealing |
| entered into |
| by the party |
| to the offer |
| or person |
| acting in |
| concert making |
| the disclosure |
| and any other |
| person: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| For |
| the |
| purposes |
| of this |
| section, |
| please |
| refer to |
| the |
| definitions |
| attached at |
| Annex 1. |
| |
| The |
| Management |
| Team has |
| entered |
| into a |
| conditional |
| Subscription |
| and |
| Shareholders' |
| Agreement |
| with C1, |
| Milestone and |
| members of |
| the Landmark |
| Group, under |
| which the |
| Management |
| Team agrees |
| to transfer |
| to C1 the |
| Management |
| Rollover |
| Shares (being |
| 432,748 |
| Carluccio's |
| Shares which |
| will be |
| issued by |
| Carluccio's |
| following the |
| exercise of |
| certain of |
| the options |
| held by |
| members of |
| the |
| Management |
| Team) |
| representing |
| 0.7 per cent. |
| of the fully |
| diluted share |
| capital of |
| Carluccio's. |
| C1 will |
| therefore |
| acquire the |
| Management |
| Rollover |
| Shares |
| subject to |
| the |
| Subscription |
| and |
| Shareholders' |
| Agreement and |
| outside the |
| terms of the |
| Offer. The |
| transfer to |
| C1 of the |
| Management |
| Rollover |
| Shares under |
| the |
| Subscription |
| and |
| Shareholders' |
| Agreement is |
| conditional |
| on the Offer |
| becoming or |
| being |
| declared |
| unconditional |
| in all |
| respects. |
| |
| A further |
| 5,290,990 |
| Carluccio's |
| Shares in |
| which members |
| of the |
| Management |
| Team are |
| interested |
| (together |
| with options |
| over and |
| interests in |
| 4,421,752 |
| Carluccio's |
| Shares held |
| by members of |
| the |
| Management |
| Team under |
| the |
| Carluccio's |
| Share Option |
| Scheme and |
| the |
| Carluccio's |
| Long Term |
| Incentive |
| Plan) are not |
| being |
| acquired |
| under the |
| Subscription |
| and |
| Shareholders' |
| Agreement and |
| will be |
| subject to |
| the terms of |
| the Offer. |
| |
| In |
| consideration |
| for the |
| transfer of |
| the |
| Management |
| Rollover |
| Shares to C1 |
| pursuant to |
| the |
| Subscription |
| and |
| Shareholders' |
| Agreement, |
| the |
| Management |
| Team will be |
| issued new |
| securities by |
| C1. The |
| Management |
| Team will |
| obtain |
| approximately |
| 17.2 per |
| cent. of the |
| ordinary |
| share capital |
| of C1 and |
| loan notes |
| with an |
| aggregate |
| nominal value |
| of GBP1.4 |
| million |
| (yielding |
| rolled up |
| interest at |
| 10 per cent. |
| per annum) to |
| be issued by |
| C1. |
| |
+-----------------+
(b) Agreements, arrangements or understandings relating to options or
derivatives
+-----------------+
| Details |
| of any |
| agreement, |
| arrangement |
| or |
| understanding, |
| formal or |
| informal, |
| between the |
| party to the |
| offer or |
| person acting |
| in concert |
| making the |
| disclosure and |
| any other |
| person |
| relating to: |
| (i) the |
| voting rights |
| of any |
| relevant |
| securities |
| under any |
| option; or |
| (ii) the |
| voting rights |
| or future |
| acquisition or |
| disposal of |
| any relevant |
| securities to |
| which any |
| derivative is |
| referenced: |
| If there are |
| no such |
| agreements, |
| arrangements |
| or |
| understandings, |
| state "none" |
+-----------------+
| Please |
| see |
| box |
| 4(a) |
| above. |
| |
+-----------------+
(c) Attachments
Are any Supplemental Forms attached?
+--------------+--------+
| Supplemental | NO |
| Form 8 (Open | |
| Positions) | |
+--------------+--------+
| Supplemental | NO |
| Form 8 (SBL) | |
+--------------+--------+
+-------------+-----------+
| Date | 14 |
| of | September |
| disclosure: | 2010 |
+-------------+-----------+
| Contact | Anuraag |
| name: | Malhotra |
+-------------+-----------+
| Telephone | +971 |
| number: | (4) |
| | 8094006 |
+-------------+-----------+
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service and must also be emailed to the Takeover Panel at
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available
for consultation in relation to the Code's dealing disclosure requirements on
+44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
ANNEX 1
+---------------+---------------+
| AIGSL | means |
| | Aviva |
| | Investors |
| | Global |
| | Services |
| | Limited, |
| | a company |
| | incorporated |
| | in England |
| | and Wales |
| | with |
| | registration |
| | number |
| | 01151805 and |
| | having its |
| | registered |
| | office at No |
| | 1 Poultry, |
| | London EC2R |
| | 8EJ; |
+---------------+---------------+
| Business | means |
| Day | a day, |
| | not |
| | being |
| | a |
| | public |
| | holiday, |
| | Saturday |
| | or |
| | Sunday, |
| | on which |
| | clearing |
| | banks in |
| | London |
| | are open |
| | for |
| | normal |
| | business; |
+---------------+---------------+
| C1 | means |
| | C1 |
| | Acquisitions |
| | Limited, a |
| | company |
| | incorporated |
| | in England |
| | and Wales |
| | with |
| | registration |
| | number |
| | 07357672 and |
| | having its |
| | registered |
| | office at |
| | c/o HW |
| | Fisher & |
| | Co., Acre |
| | House, 11-15 |
| | William |
| | Road, London |
| | NW1 3ER; |
+---------------+---------------+
| Carluccio's | means |
| Directors | the |
| | directors |
| | of |
| | Carluccio's |
| | at the date |
| | of this |
| | announcement, |
| | being Stephen |
| | Gee, Simon |
| | Kossoff, |
| | Frank |
| | Bandura, |
| | Sarah Murray, |
| | David |
| | Bernstein, |
| | Scott Svenson |
| | and Peter |
| | Webber ; |
+---------------+---------------+
| Carluccio's | means |
| | Carluccio's |
| | plc a |
| | company |
| | incorporated |
| | in England |
| | and Wales |
| | with |
| | registration |
| | number |
| | 02001576 and |
| | having its |
| | registered |
| | office at 35 |
| | Rose Street, |
| | London WC2E |
| | 9EB; |
+---------------+---------------+
| Carluccio's | means |
| Long Term | the |
| Incentive | Carluccio's |
| Plan | Long Term |
| | Incentive |
| | Plan |
| | (otherwise |
| | known as |
| | the |
| | Carluccio's |
| | split share |
| | scheme) |
| | adopted by |
| | the |
| | Carluccio's |
| | Board in |
| | February |
| | 2009; |
+---------------+---------------+
| Carluccio's | means |
| Share | the |
| Option | Carluccio's |
| Scheme | Equity |
| | Incentive |
| | Plan |
| | adopted by |
| | the |
| | Carluccio's |
| | Board in |
| | December |
| | 2005 |
| | together |
| | with |
| | certain |
| | options |
| | issued |
| | prior to |
| | the |
| | adoption of |
| | said plan |
| | between |
| | 2002 and |
| | 2005; |
+---------------+---------------+
| Carluccio's | means |
| Shareholder | a |
| | holder |
| | of |
| | Carluccio's |
| | Shares; |
+---------------+---------------+
| Carluccio's | means |
| Shares | the |
| | ordinary |
| | shares |
| | of 5 |
| | pence in |
| | the |
| | capital |
| | of |
| | Carluccio's; |
+---------------+---------------+
| Code | means |
| | the |
| | City |
| | Code |
| | on |
| | Takeovers |
| | and |
| | Mergers |
| | (as |
| | amended); |
+---------------+---------------+
| Companies | means |
| Act | the |
| | Companies |
| | Act 2006 |
| | (as |
| | amended); |
+---------------+---------------+
| Form | means |
| of | the |
| Acceptance | form |
| | of |
| | acceptance |
| | and |
| | authority |
| | relating |
| | to the |
| | Offer |
| | which |
| | (where |
| | appropriate) |
| | will |
| | accompany |
| | the Offer |
| | Document |
| | when issued; |
+---------------+---------------+
| General | means |
| Meeting | the |
| | general |
| | meeting |
| | of |
| | Independent |
| | Shareholders |
| | (or any |
| | adjournment |
| | thereof) to |
| | be convened |
| | pursuant to |
| | Rule 16 of |
| | the Code, to |
| | consider |
| | and, if |
| | thought fit, |
| | pass the |
| | resolutions |
| | required to |
| | approve the |
| | Management |
| | Team |
| | Arrangements; |
+---------------+---------------+
| Independent | means |
| Directors | the |
| | independent |
| | directors |
| | of |
| | Carluccio's, |
| | being David |
| | Bernstein, |
| | Scott |
| | Svenson and |
| | Peter |
| | Webber; |
+---------------+---------------+
| Independent | means |
| Shareholders | the |
| | Carluccio's |
| | Shareholders, |
| | excluding: |
| | (i) Landmark; |
| | (ii) the |
| | Management |
| | Team, and |
| | any person |
| | acting or |
| | deemed to be |
| | acting in |
| | concert with |
| | any of them; |
+---------------+---------------+
| Landmark | means |
| | Landmark |
| | Investments |
| | S.à.r.l. a |
| | Luxembourg |
| | private |
| | limited |
| | company and |
| | whose |
| | registered |
| | office is |
| | at 2-8 |
| | avenue |
| | Charles de |
| | Gaulle, |
| | L-1653 |
| | Luxembourg; |
+---------------+---------------+
| Landmark | means |
| Group | Landmark |
| | Retail |
| | Holdings |
| | 1 |
| | Limited, |
| | together |
| | with its |
| | subsidiaries |
| | and |
| | subsidiary |
| | undertakings |
| | from time to |
| | time; |
+---------------+---------------+
| Landmark | means |
| Group | Carluccio's |
| Shares | Shares |
| | which are |
| | held by |
| | Landmark as |
| | more |
| | particularly |
| | described in |
| | section 975 |
| | of the |
| | Companies |
| | Act; |
+---------------+---------------+
| Management | means |
| Rollover | all of |
| Shares | the |
| | Carluccio's |
| | Shares in |
| | which |
| | members of |
| | the |
| | Management |
| | Team are |
| | interested |
| | and all of |
| | the |
| | Carluccio's |
| | Shares |
| | which will |
| | be issued |
| | by |
| | Carluccio's |
| | following |
| | the |
| | exercise of |
| | certain |
| | options |
| | held by |
| | members of |
| | the |
| | Management |
| | Team, which |
| | will be |
| | transferred |
| | to C1 |
| | pursuant to |
| | the |
| | Subscription |
| | and |
| | Shareholders' |
| | Agreement; |
+---------------+---------------+
| Management | means |
| Team | the |
| | executive |
| | management |
| | team of |
| | Carluccio's, |
| | being |
| | Stephen Gee, |
| | Simon |
| | Kossoff, |
| | Frank |
| | Bandura and |
| | Sarah |
| | Murray; |
+---------------+---------------+
| Management | means |
| Team | the |
| Arrangements | proposed |
| | arrangements |
| | between C1 |
| | and the |
| | Management |
| | Team |
| | described in |
| | paragraph 10 |
| | of this |
| | announcement; |
+---------------+---------------+
| Milestone | means |
| | Milestone |
| | Resources |
| | Group |
| | Limited, |
| | a company |
| | limited |
| | by shares |
| | incorporated |
| | in the |
| | British |
| | Virgin |
| | Islands with |
| | registered |
| | number |
| | 534475, |
| | whose |
| | registered |
| | address is |
| | c/o Arias, |
| | Fabrega & |
| | Fabrega |
| | Trust Co BVI |
| | Limited, 325 |
| | Waterfront |
| | Drive, Omar |
| | Hodge |
| | Building, |
| | 2nd Floor, |
| | reckhams |
| | Cay, Road |
| | Town, |
| | Tortola, |
| | British |
| | Virgin |
| | Islands; |
+---------------+---------------+
| Offer | means |
| | the |
| | recommended |
| | cash offer |
| | to be made |
| | by C1 at |
| | the Offer |
| | Price for |
| | the entire |
| | issued and |
| | to be |
| | issued |
| | ordinary |
| | share |
| | capital of |
| | Carluccio's |
| | excluding |
| | the |
| | Landmark |
| | Group |
| | Shares and |
| | the |
| | Management |
| | Rollover |
| | Shares, and |
| | where the |
| | context |
| | requires, |
| | any |
| | revision, |
| | extension, |
| | variation |
| | or renewal |
| | thereof; |
+---------------+---------------+
| Offer | means |
| Document | the |
| | document |
| | to be |
| | sent to |
| | Carluccio's |
| | Shareholders |
| | following |
| | the date of |
| | this |
| | announcement |
| | containing, |
| | amongst |
| | other |
| | things, the |
| | terms and |
| | conditions |
| | of the Offer |
| | and certain |
| | information |
| | about C1 and |
| | the Landmark |
| | Group; |
+---------------+---------------+
| Ordinary | means |
| Resolution | the |
| | ordinary |
| | resolution |
| | required |
| | for the |
| | purposes |
| | of Rule 16 |
| | of the |
| | Code, to |
| | approve |
| | the |
| | Management |
| | Team |
| | Arrangements |
| | to be |
| | considered |
| | and, if |
| | thought fit, |
| | passed by |
| | the |
| | Independent |
| | Shareholders |
| | at the |
| | General |
| | Meeting; |
+---------------+---------------+
| Panel | means |
| | the |
| | Panel |
| | on |
| | Takeovers |
| | and |
| | Mergers; |
+---------------+---------------+
| Pounds, | means |
| pence | the |
| or GBP | lawful |
| | currency |
| | of the |
| | United |
| | Kingdom; |
+---------------+---------------+
| Press | means |
| Announcement | the |
| | press |
| | announcement |
| | of the |
| | Offer; and |
+---------------+---------------+
| Subscription | means |
| and | the |
| Shareholders' | subscription |
| Agreement | and |
| | shareholders' |
| | agreement |
| | entered into |
| | between, |
| | among others, |
| | Landmark, C1 |
| | and the |
| | Management |
| | Team. |
+---------------+---------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
DCCUSORRRAAKAAR
Carluccio's (LSE:CARL)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
Carluccio's (LSE:CARL)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024
