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Offer Declared Wholly Unconditional

4th Oct 2010 07:01

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 Anderson (PR adviser to the Landmark Group)

Tel: +44 (0)20 7074 1800

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
 
 
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