13th Sep 2010 16:21
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 - amendment
RNS Number:5956S, RELEASED AT 15.28PM BY C1 ACQUISITIONS LTD SHOULD HAVE REFERRED TO AN ACQUISITION BY MILESTONE RESOURCES LIMITED, A LANDMARK GROUP COMPANY NOT, Landmark Investments S.à.r.l. THE AMENDED ANNOUNCEMENT IS SET OUT BELOW IN FULL
13 September 2010
Purchase of shares from Revera Asset Management
On 13 September 2010, Milestone Resources Limited. ("Milestone"), a Landmark Group company, purchased 1,330,333 Carluccio's Shares for 142 pence per Carluccio's Share from Revera Asset Management. Accordingly, the letter of intent provided by Revera Asset Management in connection with the Offer and summarised in the Rule 2.5 announcement made by C1 Acquisitions Limited ("C1") on 2 September 2010 no longer applies.
In aggregate, therefore, C1, Landmark Investments SARL ("Landmark") and Milestone now hold 4,332,333 Carluccio's Shares, representing approximately 7.3 per cent. of the existing issued ordinary share capital of Carluccio's and have received irrevocable undertakings or letters of intent to accept the Offer in respect of 17,310,611 Carluccio's Shares, representing approximately 29.2 per cent. of the existing issued ordinary share capital of Carluccio's. Full details of the irrevocable undertakings and letters of intent are set out below.
Words and phrases used in this announcement have the same meaning as set out in the Rule 2.5 announcement made by C1 on 2 September 2010, a copy of which is available on Landmark's website at www.landmarkinvestmentssarl.com.
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, Milestone 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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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 will prepare 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 this matter, 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.
This announcement has been prepared in accordance with English law, the Code, 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.
Publication on websites
A copy of this announcement 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 during the course of the Offer.
DETAILS OF IRREVOCABLE COMMITMENTS AND LETTERS OF INTENT
Name of shareholder giving irrevocable undertaking to accept or procure acceptance of the Offer |
Total number of Carluccio's Shares in respect of which undertaking given |
Carluccio's Directors: |
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Stephen Gee and Thomas Gee (as trustees of the Wallace Clifton Limited (Self Administered) Pension Plan)) |
665,300 |
Stephen Gee |
1,834,700 |
Simon Kossoff and Melina Kossoff as trustees of the Melina Helene Kossoff Settlement 2008 and Melina Kossoff in her personal capacity |
2,579,990 |
Frank Bandura |
211,000 |
David Bernstein |
50,000 |
Scott Svenson |
1,500,000 |
Peter Webber |
1,852,800 |
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Other Carluccio's Shareholders: |
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Aviva Investors Global Services Ltd |
2,831,192 |
Highclere International Investors Ltd |
3,276,155 |
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Total irrevocable undertakings given to accept or procure acceptance of the Offer |
14,801,137 (representing 25.0 per cent. of Carluccio's entire issued share capital) |
Note 1:The irrevocable undertakings given by the Carluccio's Directors will remain binding in the event of a competing offer being made for Carluccio's and will cease to be binding only if the Offer lapses or is withdrawn.
Note 2:The irrevocable undertaking given by Aviva Investors Global Services Ltd ("AIGSL") will cease to be binding in the event that:
(a) the underlying customer or client terminates the professional relationship with AIGSL, and shares that are subject to the irrevocable undertaking are transferred to any replacement fund manager/custodian nominated by the customer;
(b) a competing offer is made under which the amount or value of the consideration offered for each Carluccio's Share is not less than 5 per cent. greater than the value per share offered pursuant to the Offer;
(c) the Offer Document is not posted within 28 days of the date of this announcement or within such longer period as C1 and Carluccio's may, with the consent of the Panel, determine;
(d) the Offer lapses or is withdrawn without becoming unconditional in all respects;
(e) a period of 14 days elapses from the date on which the Offer becomes unconditional or such longer period, up to a maximum of two months, specified in the Offer Document, over which the Offer remains open for acceptance;
(f) AIGSL is required to withdraw its undertaking by any court or competent regulator; or
(g) there is a material change in the information relating to the Offer and AIGSL deems it necessary to revoke the irrevocable undertaking as a result thereof.
Note 3:The irrevocable undertaking given by Highclere International Investors Ltd will cease to be binding in the event that:
(a) prior to the seventh Business Day after posting the Offer Document, a competing offer or proposed offer is made under which the amount or value of the consideration offered for each Carluccio's Share is not less than 10 per cent. greater than the value of the Offer;
(b) the Offer Document is not posted within 28 days of the date of this announcement or such date as may be agreed by the Panel; or
(c) the Offer lapses or is withdrawn (provided that C1 has not, within 14 days of the withdrawal or lapse, announced that it intends to restructure the Offer as a scheme of arrangement or a takeover offer).
Name of shareholder giving irrevocable undertaking to vote or procure the vote in favour of the Ordinary Resolution |
Total number of Carluccio's Shares in respect of which undertaking given |
Independent Directors: |
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David Bernstein |
50,000 |
Scott Svenson |
1,500,000 |
Peter Webber |
1,852,800 |
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Independent Shareholders: |
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Highclere International Investors Ltd |
3,276,155 |
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Total irrevocable undertakings given to vote in favour of the Ordinary Resolution |
6,678,955 (representing 11.3 per cent. of Carluccio's entire issued share capital) |
Note 1:Please see note 3 above in respect of Highclere International Investors Ltd
Name of shareholder giving non-binding letter of intent to accept or procure acceptance of the Offer |
Total number of Carluccio's Shares in respect of which letter of intent is given |
BlackRock Investment Management (UK) Ltd |
1,344,474 |
Henderson Global Investors Ltd |
1,165,000 |
Total letters of intent given to accept or procure acceptance of the Offer |
2,509,474 (representing 4.2 per cent. of Carluccio's entire issued share capital) |
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Name of shareholder giving non-binding letter of intent to vote in favour of the Ordinary Resolution |
Total number of Carluccio's Shares in respect of which letter of intent given |
Henderson Global Investors Ltd |
1,165,000 |
Total letters of intent given to vote in favour of the Ordinary Resolution |
1,165,000 (representing 2.0 per cent. of Carluccio's entire issued share capital) |
Related Shares:
Carluccios