TIDMCARL
RNS Number : 7751T
C1 Acquisitions Limited
04 October 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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
4 October 2010
Recommended Cash Offer
by
C1 Acquisitions Limited
(a Landmark Group company)
for
Carluccio's plc
Offer declared wholly unconditional
On 2 September 2010, C1 Acquisitions Limited ("C1") announced the terms of a
recommended cash offer to acquire the entire issued and to be issued share
capital of Carluccio's Plc. The Offer Document setting out the full terms of
the Offer was posted to Carluccio's Shareholders on 10 September 2010.
C1 is pleased to announce that it waives down the acceptance condition of the
Offer and that as all of the conditions of the Offer have been satisfied or
(where applicable) waived, the Offer is today declared unconditional in all
respects.
1. Level of acceptances
As at 1.00 p.m. on 1 October 2010, the First Closing Date of the Offer, it had
received valid acceptances in respect of a total of 39,835,100 Carluccio's
Shares, representing approximately 67.3 per cent. of the issued share capital of
Carluccio's. These acceptances include acceptances in respect of 16,145,611
Carluccio's Shares, representing approximately 27.3 per cent. of Carluccio's
issued ordinary share capital, which are the subject of irrevocable undertakings
or letters of intent to accept, or procure the acceptance of, the Offer in
favour of C1, as disclosed in the announcement dated 2 September 2010. In
addition, C1 holds 4,332,333 Carluccio's Shares, which represent approximately
7.3 per cent. of Carluccio's issued ordinary share capital. Therefore, C1 has
received acceptances in respect of, or is otherwise interested in, 44,167,433
Carluccio's Shares, representing approximately 74.6 per cent. of the issued
share capital of Carluccio's. 1,165,000Carluccio's Shares, representing
approximately 2.0 per cent. of Carluccio's issued ordinary share capital are
still subject to letters of intent to accept, or procure the acceptance of, the
Offer.
2. Closing date of the Offer
The Offer will remain open for acceptance until further notice.
3. Settlement of consideration
Settlement of the consideration to accepting Carluccio's Shareholders, or their
designated agents, will be effected:
(a) in the case of acceptances received complete in all respects on or
before today's date, within 14 calendar days of today's date; or
(b) in the case of acceptances received complete in all respects after
today's date, within 14 calendar days of the date of such receipt,
in each such case as further described in the Offer Document.
4. De-listing
If C1 receives acceptances of the Offer resulting in C1 and/or any other members
of the Landmark Group holding Carluccio's Shares carrying in aggregate more than
75 per cent. of the total number of Carluccio's Shares, C1 will take steps to
procure that Carluccio's applies to the London Stock Exchange for the admission
of Carluccio's Shares to trading on AIM to be cancelled.
The cancellation of the admission of Carluccio's Shares to trading on AIM would
significantly reduce the liquidity and marketability of any Carluccio's Shares
in respect of which acceptances of the Offer are not submitted. It is further
intended that, following the respective cancellation of the listing of and
trading in Carluccio's Shares referred to above, C1 will seek to procure the
re-registration of Carluccio's as a private company under the relevant
provisions of the Companies Act.
5. Compulsory acquisition
On receiving acceptances in respect of, or otherwise acquires, 90 per cent, or
more of the Carluccio's Shares to which the Offer relates C1 intends to exercise
its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the
Companies Act to acquire compulsorily the remaining Carluccio's Shares to which
the Offer relates not acquired, or agreed to be acquired, pursuant to the Offer
or otherwise. It is intended that notices under section 980 of the Companies
Act will be posted to non-accepting Carluccio's Shareholders in due course.
6. Further acceptances
Carluccio's Shareholders who have not yet accepted the Offer and who hold
Carluccio's Shares in certificated form, are urged to complete, sign and return
the Form of Acceptance as soon as possible to Capita Registrars.
Carluccio's Shareholders who have not yet accepted the Offer and who hold
Carluccio's Shares in uncertificated form (that is, in CREST), are urged to
accept the Offer electronically through CREST in accordance with the
instructions set out in the Offer Document. If you hold Carluccio's Shares as a
CREST sponsored member you should refer to your CREST sponsor as only your CREST
sponsor will be able to send the necessary TTE instruction to Euroclear.
Copies of the Offer Document and the Form of Acceptance are available for
inspection and collection (during normal business hours only) from Capita
Registrars Limited, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU.
7. Other
Terms defined in the Offer Document have the same meanings when used in this
announcement.
Enquiries:
+---------------------------------+-------------------------------+
| C1 Acquisitions Limited | |
+---------------------------------+-------------------------------+
| Fergus Wylie at Kreab Gavin | Tel: +44 (0)20 7074 1800 |
| Anderson (PR adviser to the | |
| Landmark Group) | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
| Rothschild (financial adviser | |
| to Landmark and C1) | |
+---------------------------------+-------------------------------+
| Majid Ishaq | Tel: +44 (0)20 7280 5000 |
+---------------------------------+-------------------------------+
| Rick Jones | |
| Anton Black | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
| Carluccio's plc | |
+---------------------------------+-------------------------------+
| Stephen Gee | Tel: +44 (0)20 7580 3050 |
+---------------------------------+-------------------------------+
| Simon Kossoff | |
| Frank Bandura | |
| | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
| Hawkpoint (financial adviser to | |
| Carluccio's plc) | |
+---------------------------------+-------------------------------+
| Patrick Wilson | Tel: +44 (0)20 7665 4500 |
+---------------------------------+-------------------------------+
| Edward Arkus | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
| KBC Peel Hunt (broker to | |
| Carluccio's plc) | |
+---------------------------------+-------------------------------+
| Dan Webster | Tel: +44 (0)20 7418 8900 |
+---------------------------------+-------------------------------+
| Nicholas Marren | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
| Hogarth (PR adviser to | |
| Carluccio's plc) | |
+---------------------------------+-------------------------------+
| Andrew Jaques | Tel: +44 (0)20 7357 9477 |
+---------------------------------+-------------------------------+
| James White | |
+---------------------------------+-------------------------------+
_______________________________________________________________
This announcement is not intended to and does not constitute or form part of any
offer or invitation to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer
or otherwise. Landmark prepared the Offer Documentation which was distributed to
Carluccio's Shareholders and, for information only, to persons with information
rights on 10 September 2010. The Offer was made solely by the Offer
Documentation which contains the full terms and conditions of the Offer,
including details of how the Offer may be accepted. Please carefully read the
Offer Documentation in its entirety before making a decision with respect to the
Offer.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser to C1 and the
Landmark Group and for no one else in connection with the matters referred to in
this announcement and will not be responsible to anyone other than C1 and the
Landmark Group for providing the protections afforded to clients of Rothschild
or for providing advice in relation to the Offer, the content of this
announcement or any matter referred to herein. Neither Rothschild nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild in connection with this announcement, any statement contained herein
or otherwise.
The Offer is made solely by C1 and neither Rothschild nor any of its respective
affiliates are making the Offer.
Hawkpoint Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting for Carluccio's plc as
financial adviser in relation to the Offer and is not acting for or advising any
other person and accordingly will not be responsible to any person other than
Carluccio's plc for providing the protections afforded to the customers of
Hawkpoint Partners Limited or for providing advice in relation to the contents
of this announcement or any offer or arrangements referred to herein or in the
Offer Documentation. Neither Hawkpoint Partners Limited nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a customer of Hawkpoint Partners Limited in
connection with this announcement, any statement contained herein or otherwise.
KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Carluccio's plc in relation to the
Offer and is not acting for or advising any other person and accordingly will
not be responsible to any person other than Carluccio's plc for providing the
protections afforded to the customers of KBC Peel Hunt or for providing advice
in relation to the contents of this announcement or any offer or arrangements
referred to herein or in the Offer Documentation. Neither KBC Peel Hunt nor any
of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a customer of KBC Peel Hunt in
connection with this announcement, any statement contained herein or otherwise.
This announcement has been prepared in accordance with English law, the Code,
the rules of the London Stock Exchange, the AIM Rules and the Disclosure and
Transparency Rules and information disclosed may not be the same as that which
would have been prepared in accordance with the laws of jurisdictions outside
England.
Overseas Jurisdictions
The availability of the Offer or the distribution of this announcement to
Carluccio's Shareholders who are not resident in the United Kingdom may be
affected by the laws and regulations of the relevant jurisdiction in which they
are located or of which they are citizens. Any persons who are subject to the
laws and regulations of any jurisdiction other than the United Kingdom should
inform themselves of, and observe, any and all applicable legal or regulatory
requirements of their jurisdiction. Any failure to comply with the requirements
of such jurisdictions may constitute a violation of the securities laws of such
jurisdictions. Further details in relation to overseas shareholders are
contained in the Offer Documentation.
The release, publication or distribution of this announcement in jurisdictions
other than in the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe, any applicable
requirements. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved in the Offer
disclaim any responsibility or liability for the violation of such restrictions
by any person. This announcement has been prepared in accordance with English
law, the Code, the rules of the London Stock Exchange, the AIM Rules and the
Disclosure and Transparency Rules and information disclosed may not be the same
as that which would have been prepared in accordance with the laws of
jurisdictions outside England.
The Offer has not been made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that jurisdiction.
Accordingly, copies of this announcement and formal documentation relating to
the Offer have not been and must not be, mailed or otherwise forwarded,
distributed or sent in, into or from any jurisdiction where to do so would
violate the laws of that jurisdiction.
Forward-Looking Statements
This announcement may contain "forward looking statements" concerning the
Landmark Group and Carluccio's. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates" or similar
expressions identify forward looking statements. The forward looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those suggested by them. Many of these risks and uncertainties
relate to factors that are beyond the ability of the Landmark Group and
Carluccio's to control or estimate precisely, such as future market conditions
and the behaviours of other market participants, and therefore undue reliance
should not be placed on such statements which speak only as at the date of this
announcement.
Neither the Landmark Group nor Carluccio's undertakes any obligation to update
or revise publicly any of the forward-looking statements set out herein, whether
as a result of new information, future events or otherwise, except to the extent
legally required.
Nothing contained herein shall be deemed to be a forecast, projection or
estimate of the future financial performance of any member of the Landmark
Group, Carluccio's or the Enlarged Group following completion of the Offer
unless otherwise stated.
Opening Position and Dealing Disclosure Requirements under the Code
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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(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 pm
(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 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 websites
A copy of this announcement and certain other information published or otherwise
made available in connection with the Offer is and will be available free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on Landmark's website at
www.landmarkinvestmentssarl.comand on the Carluccio's website at
www.carluccios.com/company/investor-information during the course of the Offer.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPEZLBBBBFZFBZ
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