10th Sep 2010 13:17
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
10 September 2010
Recommended Cash Offer
by
C1 Acquisitions Limited
(a Landmark Group company)
for
Carluccio's plc
Posting of Offer Document
Further to the announcement made on 2 September 2010 by the Board of C1 Acquisitions Limited ("C1") and the Independent Directors of Carluccio's plc ("Carluccio's") of a recommended cash offer for the entire issued and to be issued share capital of Carluccio's, (excluding the Landmark Group Shares and Management Rollover Shares), Carluccio's and C1 hereby announce that the offer document, dated 10 September 2010 (the "Offer Document") which includes a notice of General Meeting to approve the Management Team Arrangements, together with the Form of Acceptance and the Form of Proxy for use by Independent Shareholders in connection with the General Meeting, are being posted to Carluccio's Shareholders today.
The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 1 October 2010.
Terms defined in the Offer Document have the same meaning as when used in this announcement.
If you hold Carluccio's Shares in certificated form, to accept the Offer you should complete, sign and return the Form of Acceptance 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 1 October 2010.
If you hold Carluccio's Shares in uncertificated form (that is, in CREST), you should accept the Offer electronically through CREST in accordance with the instructions set out in the Offer Document so that the TTE instruction settles no later than 1.00 p.m. (London time) on 1 October 2010. 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.
If you are an Independent Shareholder, to vote in favour of the Management Team Arrangements you should complete your Form of Proxy in accordance with the instructions printed thereon, and return it to Capita Registrars by no later than 9.30 a.m. on 28 September 2010.
Copies of the Offer Document, the Form of Acceptance and the Form of Proxy 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.
If C1 receives acceptances of the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Carluccio's Shares to which the Offer relates, and assuming all other Conditions of the Offer have been satisfied or waived (if they are capable of being waived), 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.
If the Offer becomes or is declared unconditional in all respects, and C1 receives acceptances of the Offer which result 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 intends 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. Not less than 20 Business Days' notice of cancellation will be given, commencing either on the date C1 acquires or agrees to acquire 75 per cent. of the voting rights attaching to the issued ordinary share capital of Carluccio's Shares or on the first date of the issue of compulsory acquisition notices under section 979 of the Companies Act.
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.
Following such cancellation and delisting, C1 intends to procure that Carluccio's will be re-registered as a private company under the relevant provisions of the Companies Act.
Please carefully read the Offer Documentation in its entirety before making a decision with respect to the Offer.
Enquiries:
C1 Acquisitions Limited |
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Fergus Wylie at Kreab Gavin Anderson (PR adviser to the Landmark Group) |
Tel: +44 (0)20 7074 1800 |
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Rothschild (financial adviser to Landmark and C1) |
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Majid Ishaq |
Tel: +44 (0)20 7280 5000 |
Rick Jones Anton Black |
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Carluccio's plc |
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Stephen Gee |
Tel: +44 (0)20 7580 3050 |
Simon Kossoff Frank Bandura |
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Hawkpoint (financial adviser to Carluccio's plc) |
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Patrick Wilson |
Tel: +44 (0)20 7665 4500 |
Edward Arkus |
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KBC Peel Hunt (broker to Carluccio's plc) |
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Dan Webster |
Tel: +44 (0)20 7418 8900 |
Nicholas Marren |
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Hogarth (PR adviser to Carluccio's plc) |
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Andrew Jaques |
Tel: +44 (0)20 7357 9477 |
James White |
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_______________________________________________________________
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 has prepared the Offer Documentation to be distributed to Carluccio's Shareholders and, for information only, to persons with information rights. The Offer will be made solely by the Offer Documentation which will contain 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 shall be 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 will be 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 will not be 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 will not be 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.
Reduction of the Acceptance Condition
The Offer is conditional, amongst other things, on valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on 1 October 2010 (or such later time and/or date as C1 may, with the consent of the Panel or in accordance with the Code, decide) in respect of not less than 90 per cent. (or such lesser percentage as C1 may decide) (1) in nominal value of the Carluccio's Shares to which the Offer relates, and (2) of the voting rights attaching to those shares, provided that this condition will not be satisfied unless C1 shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), directly or indirectly, shares in Carluccio's carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Carluccio's (the ''Acceptance Condition''). C1 reserves the right to reduce the percentage of Carluccio's Shares required to satisfy the Acceptance Condition at any time prior to all the Conditions being satisfied, fulfilled or, where permitted, waived, provided that such percentage shall not be reduced to below 50 per cent. of the voting rights then normally exercisable at general meetings of Carluccio's.
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.com and on the Carluccio's website at www.carluccios.com/company/investor-information during the course of the Offer.
Rule 2.10 Disclosure
In accordance with Rule 2.10 of the Code, Carluccio's confirms that on 2 September 2010 (being the first day of the Offer Period), it had 59,217,460 ordinary shares in issue, all with equal voting rights. The total number of voting rights in Carluccio's is therefore 59,217,460. The International Securities Identification Number for the Carluccio's ordinary shares is GB00B0Q4N517).
Please be aware that addresses and certain other information provided by Carluccio's Shareholders, persons with information rights and other relevant persons for the receipt of communications from Carluccio's may be provided to the Landmark Group during the offer period as required under Section 4 of Appendix 4 of the Code.
Related Shares:
Carluccios