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Recommended Cash Offer

8th Oct 2010 07:00

RNS Number : 0737U
Carluccio's PLC
08 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

8 October 2010

Recommended Cash Offer

by

C1 Acquisitions Limited

(a Landmark Group company)

for

Carluccio's plc

 

On 2 September 2010 C1 Acquisitions Limited ("C1") and the Independent Directors of Carluccio's plc ("Carluccio's") announced a recommended cash offer to be made by C1 for the entire issued and to be issued share capital of Carluccio's, excluding the Landmark Group Shares and Management Rollover Shares (the "Offer"). The full terms and conditions of the Offer and the procedure for acceptance were set out in the Offer Document dated and posted to Carluccio's Shareholders on 10 September 2010 (the "Offer Document").

On 4 October 2010 C1 announced that its offer for Carluccio's had become wholly unconditional.

 

Levels of acceptance

 

C1 is today pleased to announce that it has received valid acceptances in relation to the Offer totalling 45,650,319 Carluccio's Shares, representing approximately 77.1 per cent. of the issued ordinary share capital of Carluccio's.

 

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, 49,982,652 Carluccio's Shares, representing approximately 84.4 per cent. of the issued share capital of Carluccio's.

 

 

De-listing of Carluccio's Shares

 

In accordance with the delisting process outlined in the Offer Document, Carluccio's has applied to the London Stock Exchange for the cancellation of admission to trading on AIM of Carluccio's Shares. It is expected that this will occur on 5 November 2010.

 

The cancellation will be effected by way of a dealing notice issued by AIM.

 

Resignation of certain of Carluccio's Directors

The Company announces that, pursuant to C1's Offer becoming declared wholly unconditional, David Bernstein, Peter Webber and Scott Svenson have resigned from the Company's Board of Directors. Carluccio's would like to express its gratitude for their contribution to the Company.

 

Offer remains open for acceptances

As indicated in C1's announcement dated 5 October 2010, the Offer remains open for 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.

 

Terms defined in the Offer Document have the same meaning as when used in this announcement.

 

Enquiries:

Carluccio's plc

Simon Kossoff

Tel: +44 (0)20 7580 3050

Frank Bandura

Hawkpoint (financial adviser to Carluccio's plc)

Patrick Wilson

Tel: +44 (0)20 7665 4500

Edward Arkus

KBC Peel Hunt (nominated advisor and broker to Carluccio's plc)

Dan Webster

Tel: +44 (0)20 7418 8900

Nicholas Marren

MHP Communications (PR adviser to Carluccio's plc)

Andrew Jaques

Tel: +44 (0)20 7357 9477

James White

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

 

_______________________________________________________________

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.

Rule 2.10 Disclosure

In accordance with Rule 2.10 of the Code, Carluccio's confirms that as at 7 October 2010, 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.

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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