Further re Almorah offer
05 5월 2010 - 11:52PM
UK Regulatory
TIDMHMF
RNS Number : 4029L
Almorah Services Limited
05 May 2010
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Almorah Services Limited
5 May 2010
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For immediate release
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION IF TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
5 May 2010
MANDATORY CASH OFFER
by
Almorah Services Limited ('Almorah')
for the entire issued and to be issued share capital of
Handmade plc ('Handmade')
and Convertible Loan Note Offer
Posting of Offer Document, Level of Acceptances and Offer Unconditional
On 29 April 2010, Almorah announced the terms of a mandatory cash offer to be
made by it for the entire issued and to be issued share capital of Handmade not
already owned by it and the CLN Offer (the "Offers").
Almorah announces that the offer document containing the full terms and
conditions of the Offers (the "Offer Document") was posted to Handmade
Shareholders and CLN Holders, together with the related Forms of Acceptance, on
30 April 2010.
As announced, Almorah received irrevocable undertakings from Handmade
Shareholders in respect of 33,312,580 Shares, representing 14.29 per cent. of
the entire issued share capital of the Company. Almorah has now completed the
acquisition of 33,025,580 of those Shares at the Mandatory Offer Price and as a
result is now the beneficial owner of a total of 125,484,595 Shares,
representing 53.86 per cent. of the entire existing issued share capital of the
Company. As set out in the Offer Document, the acceptance condition to the
Mandatory Offer has been satisfied and it is therefore unconditional in all
respects. The Offers will remain open for acceptance until the First Closing
Date, being 1.00p.m. on 21 May 2010.
Save as disclosed above, there have been no changes to the information contained
in the Offer Document relating to the interests of Almorah and the Concert Party
in the share capital of Handmade.
Copies of the Offer Document and the Forms of Acceptance are available from
Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent, BR3 4TU during normal business hours on any weekday (Saturdays,
Sundays and public holidays excluded) and at www.handmadeplc.com and
www.londonbridgecapital.com while the Offer remains open for acceptance.
Terms defined in the Offer Document have the same meaning in this announcement.
This announcement 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 Offers or otherwise. The Offers are being made solely pursuant
to the terms of the Offer Document and Shareholders and CLN Holders are urged to
read the Offer Document and relevant Form of Acceptance in their entirety before
making a decision with respect to the Offers.
London Bridge Capital, which is authorised and regulated in the United Kingdom
by the Financial Services Authority for investment business activities, is
acting for Almorah and for no one else in connection with the Offers and will
not be responsible to anyone other than Almorah for providing the protections
afforded to clients of London Bridge Capital nor providing advice in connection
with the Offers, the contents of this announcement and the Offer Document.
The Offers are being made solely by Almorah and neither London Bridge Capital
nor any of its affiliates are making the Offers.
The distribution of this document in jurisdictions other than the United Kingdom
may be restricted by the laws of those jurisdictions and therefore persons into
whose possession this document comes should inform themselves about and observe
any such restrictions. Failure to comply with any such restrictions may
constitute a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, Almorah and London Bridge Capital
disclaim any responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by Almorah in its sole discretion, the Offers are
not being, and will not be, made, directly or indirectly, in or into any
Restricted Jurisdiction and will not be capable of acceptance from within any
such Restricted Jurisdiction. Accordingly, unless otherwise determined by
Almorah in its sole discretion, copies of this announcement and the offer
documentation relating to the Offers are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send any such documents in or into or from any such Restricted
Jurisdiction, as doing so may invalidate any purported acceptance of the Offers.
Any person (including, without limitation, custodians, nominees and trustees)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this announcement and/or the offer documentation and/or
any other related document to any jurisdiction outside the United Kingdom should
inform themselves of, and observe, any applicable legal or regulatory
requirements of any relevant jurisdiction.
This announcement has been prepared for the purposes 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 and regulations of any jurisdiction outside of England.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent.
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 City Code, any person who is, or becomes, interested in
1 per cent. 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 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.
Enquiries:
Nick Donaldson
London Bridge Capital
Tel: 020 3008 6809
(Financial Adviser to Almorah)
This information is provided by RNS
The company news service from the London Stock Exchange
END
FURLLFSSETIEIII
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