TIDMHMF
RNS Number : 3895M
Almorah Services Limited
24 May 2010
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Almorah Services Limited
21 May 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE USA OR ANY OTHER RESTRICTED
JURISDICTION
FOR IMMEDIATE RELEASE
21 MAY 2010
MANDATORY CASH OFFER
by
ALMORAH SERVICES LIMITED
for the entire issued and to be issued share capital of
HANDMADE plc
and
Convertible Loan Note Offer
Offer update
Words not defined in this announcement have the same meaning as in the offer
document dated 30 April 2010 (the "Offer Document").
On 29 April 2010, Almorah made a Mandatory Offer for the entire issued and to be
issued share capital of Handmade other than the 92,459,015 Shares acquired on 29
April 2010 by Almorah (representing approximately 39.68 per cent. of the issued
ordinary share capital of Handmade) at 1 pence per Share in cash.
Mandatory Offer: level of acceptances
As at 1.00 p.m. (London time) on 21 May 2010 (being the first closing date of
the Offer), Almorah had received valid acceptances in respect of 93,956,677
Shares, representing 40.32 per cent. of the issued share capital of Handmade.
As previously announced, since 29 April 2010 Almorah has acquired a further
33,312,580 Shares, representing approximately 14.29 per cent. of the issued
share capital of Handmade.
Accordingly, as at 1.00 p.m. (London time) on 21 May 2010, the aggregate number
of Shares in relation to which Almorah has either (i) acquired or (ii) received
valid acceptances of the Mandatory Offer was 219,728,272 Shares, representing in
aggregate 94.30 per cent. of the issued share capital of Handmade.
Mandatory Offer wholly unconditional and recommended
As announced on 29 April 2010, the acceptance condition set out in Part A of
Appendix I to the Offer Document was satisfied upon the posting of the Offer
Document and the Mandatory Offer became unconditional upon the occurrence of
this event.
On 14 May 2010, the Independent Directors of Handmade (namely, Robert Benton,
Antony Fraser, Simon Flamank, John Howkins and Nicholas Simunek) recommended
that Shareholders accept the Mandatory Offer, which they intend to do in respect
of their own Shares.
Delisting and re-registration as a private limited company
As Almorah either owns or is in receipt of valid acceptances in respect of over
75 per cent. of the existing issued share capital of Handmade, Handmade will
apply for a waiver in respect of Rule 41 of the AIM Rules to remove the
requirement to hold a general meeting in respect of the cancellation of the
quotation of the Shares on AIM.
Notice is hereby given pursuant to Rule 41 of the AIM Rules that, in connection
with the Mandatory Offer, Handmade now intends to apply to the London Stock
Exchange for the cancellation of the admission to trading of the Shares on AIM.
Holders of Shares who have not participated in the Mandatory Offer should note
that it is anticipated that the cancellation of the admission to trading on AIM
of the Shares may take effect as early as 22 June 2010, being not less than 20
business days after the date of this notice.
It is proposed that the Company will be re-registered as a private limited
company shortly after the cancellation of admission to trading on AIM of the
Shares.
Compulsory acquisition of Shares
As stated in the Offer Document, once Almorah has received valid acceptances of
the Mandatory Offer in respect of or otherwise acquired 90 per cent. or more in
value of the Shares to which the Offer relates, Almorah intends to proceed to
acquire compulsorily the outstanding Shares pursuant to provisions of sections
979 to 991 (inclusive) of the Companies Act 2006.
CLN Offer: level of acceptances
As at 1.00 p.m. (London time) on 21 May 2010 (being the first closing date of
the Offer), Almorah had received valid acceptances in respect of GBP3,300,000 in
aggregate nominal value of the CLN, representing 32.35 per cent. of the
outstanding CLN. These acceptances, which were made under the irrevocable
commitments to accept the CLN Offer described in the Offer Document, were in
respect of Option 2 of the CLN Offer.
As previously announced, since 29 April 2010 Almorah has acquired at the CLN
Offer Price a further GBP6,400,000 in aggregate nominal value of the CLN,
representing 62.75 per cent. of the outstanding CLN.
Accordingly, as at 1.00 p.m. (London time) on 21 May 2010, the aggregate nominal
value of CLN which Almorah has either acquired or in respect of which it has
received valid acceptances of the CLN Offer was GBP9,700,000 in aggregate
nominal value of CLN , representing in aggregate 95.10 per cent. of the
outstanding CLN.
Extension of Offers
Almorah further announces that the Offers, which remain subject to the terms and
conditions set out or referred to in the Offer Document, will remain open for
acceptance until 1.00 p.m. (London time) on 4 June 2010. A further announcement
regarding acceptance levels as at that date will be made on on or by 7 June
2010.
Settlement of consideration
Settlement in relation to the Mandatory Offer
The settlement procedure will comply with the rules of the City Code.
Settlement of the consideration to which any Shareholder (or the first named
shareholder in
the case of joint holders) is entitled under the Mandatory Offer will be
effected by the dispatch of cheques or the crediting of CREST accounts: (i) in
the case of acceptances received, complete in all respects, by 21 May 2010,
within 14 days of such date; and (ii) in the case of acceptances received,
complete in all respects, after such date but while the Mandatory Offer remains
open for acceptance, within 14 days of such receipt, and in either case in the
manner described below.
(a) Shares in certificated form (i.e. not in CREST)
Where an acceptance relates to Shares in certificated form, settlement of any
cash consideration to
which the accepting Shareholder is entitled under the Mandatory Offer will be
dispatched by first class post (or by such other method as may be approved by
the Panel) to the validly accepting Shareholder or its appointed agents (but not
into any Restricted Jurisdiction). All such cash payments will be made in pounds
sterling by cheque drawn on a branch of a UK clearing bank.
(b) Shares in uncertificated form (i.e. in CREST)
Where an acceptance relates to Shares in uncertificated form, settlement of the
cash consideration to
which the accepting Handmade Shareholder is entitled will be paid by means of a
CREST payment in
favour of the accepting Handmade Shareholder's payment bank in respect of the
cash consideration
due, in accordance with CREST payment arrangements. Almorah reserves the right
to settle all or
any part of the consideration referred to in this paragraph, for all or any
accepting Handmade
Shareholder(s), in the manner referred to in paragraph (a) above, if, for any
reason, it wishes to do so.
(c) General
All remittances, communications, notices, certificates and documents of title
sent by, to or from
Shareholders or their appointed agents will be delivered by, sent to or from,
them, or their appointed
agents, at their own risk.
Settlement in relation to the CLN Offer (Option 1)
Settlement of the consideration to any CLN Holder accepting Option 1 of the CLN
Offer will be effected on a delivery versus payment basis upon settlement of the
relevant trade in Euroclear.
Acceptance procedure
Shareholders who have not yet accepted the Mandatory Offer and who hold Shares
in certificated form are urged to complete, sign (and have witnessed,in the case
of an individual) and return the Form of Acceptance (together with valid share
certificates and any other documents of title) as soon as possible and, in any
event, so as to be received by Capita Registrars by no later than 1.00 p.m.
(London time) on 4 June 2010.
If you hold Shares in uncertificated form (that is, in CREST), you are urged to
accept the Mandatory Offer by TTE instruction as soon as possible and, in any
event, so as to be settled by no later than 1.00 p.m. on 4 June 2010. If you
hold 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
CREST.
If you are a CLN Holder, to accept the CLN Offer you should complete, sign (and
have witnessed, in the case of an individual) and return the relevant Form of
Acceptance (having elected for either Option 1 or Option 2) to Capita Registrars
as soon as possible and, in any event, so as to be received by no later than 4
June 2010.
Enquiries:
London Bridge Capital 020 3008 6809
Nick Donaldson
London Bridge Capital Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Almorah
and no one else in connection with the matters described in this announcement
and is not advising any other person and accordingly will not be responsible to
any person other than Almorah for providing the protections afforded to clients
of London Bridge Capital Limited or for providing advice in relation to the
matters described in this announcement.
This announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities. Any acceptance or other response to
the Offers should be made only on the basis of information referred to in the
Offer Document.
The availability of the Offers to persons who are not resident in the United
Kingdom may be affected by the laws of their relevant jurisdiction. Such
persons should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction. Further details in relation to
Overseas Shareholders are contained in the Offer Document.
Unless otherwise determined by Almorah, the Offers are not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any means of instrumentality (including, without limitation, telephonically
or electronically) or interstate or foreign commerce of, or through any
facilities of a national securities exchange of, the United States, Canada,
Australia or Japan or any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction, and the Offer should not be
accepted by any such use, means, instrumentality or facilities or from or within
the United States, Canada, Australia or Japan or any such other jurisdiction.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise forwarded, distributed or sent in, into or from the United States,
Canada, Australia or Japan and all persons receiving this announcement
(including nominees, trustees and custodians) must not mail or otherwise
forward, distribute or send it in, into or from the United States, Canada,
Australia or Japan. Doing so may render invalid any purported acceptance of the
Offer. Notwithstanding the foregoing, Almorah will retain the right to permit
the Offers to be accepted and any sale of securities pursuant to the Offers to
be completed if, in its sole discretion, it is satisfied that the transaction in
question can be undertaken in compliance with applicable law and regulation.
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 (as defined in the City Code) 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. on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. 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 (as defined in the
City Code).
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 p.m. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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