Compulsory Acqn of Shares


 

TIDMHMF 
 
RNS Number : 1542O 
Almorah Services Limited 
23 June 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 
 
                              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 
 
 
Words not defined in this announcement have the same meaning as in the offer 
document dated 30 April 2010 (the "Offer Document"). 
As announced on 7 June 2010, the Offers as detailed in the Offer Document have 
closed and Almorah Services Limited ("Almorah") intends to proceed to acquire 
compulsorily the outstanding Shares pursuant to provisions of sections 979 to 
991 (inclusive) of the Companies Act 2006 (the "Act"). 
Background 
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. 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. 
 
Mandatory Offer: level of acceptances 
 
On 24 May 2010, Almorah announced that on the first closing date of the 
Mandatory Offer it had received valid acceptances in respect of 93,956,677 
Shares representing 40.32 per cent. of the issued share capital of Handmade and 
66.85 per cent. of the shares to which the Mandatory Offer relates. 
 
In addition, Almorah had, by the first closing date, acquired through off market 
purchases a further 33,312,580 Shares representing approximately 14.29 per cent. 
of the issued share capital of Handmade and 23.70 per cent. of the shares to 
which the Mandatory Offer relates. 
 
On 7 June 2010, Almorah announced that as at 1.00 p.m. (London time) on 4 June 
2010 (being the second closing date of the Offer), Almorah had received valid 
acceptances in respect of 95,172,730 Shares, representing 40.84 per cent. of the 
issued share capital of Handmade and 67.73 per cent. of the shares to which the 
Mandatory Offer relates. 
 
Accordingly, as at 1.00 p.m. (London time) on 4 June 2010, Almorah had acquired 
or received valid acceptances in respect of 91.43 per cent. of the shares to 
which the Mandatory Offer relates. 
 
CLN Offer: level of acceptances 
 
As at 1.00 p.m. (London time) on 4 June 2010 (being the second closing date of 
the Offer), Almorah had received valid acceptances as set out below: 
 
1.            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; and 
2.            in respect of GBP250,000 in aggregate nominal value of the CLN, 
representing 2.45 per cent. of the outstanding CLN; this acceptance was in 
respect of Option 1 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 4 June 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 GBP9,950,000 in aggregate 
nominal value of CLN , representing in aggregate 97.55 per cent. of the 
outstanding CLN. 
 
Compulsory acquisition 
 
Almorah, having acquired or received acceptances in respect of 91.43 per cent. 
of the Handmade Shares to which the Mandatory Offer relates, is exercising its 
right pursuant to the provisions of section 979 of the Act, which entitle 
Almorah to acquire compulsorily  the remaining Handmade Shares in issue. 
Compulsory acquisition notices were posted to all remaining Handmade 
Shareholders yesterday (22 June 2010) and any such remaining Handmade Shares 
will be transferred to Almorah on 3 August 2010. 
 
 
Enquiries: 
London Bridge Capital Limited              020 3008 6802 
 
Nick Donaldson 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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