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Rule 2.5

2nd Sep 2010 12:58

RNS Number : 0620S

C1 Acquisitions Limited

02 September 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

2 September 2010

Recommended Cash Offer

C1 Acquisitions Limited

(a Landmark Group company)

for

Carluccio's plc

Summary

·; The Board of C1 Acquisitions Limited ("C1") and the Independent Directors of Carluccio's plc ("Carluccio's") are pleased to announce that they have agreed the terms 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.

·; The Offer will comprise 142 pence in cash for each Carluccio's Share (the "Offer Price"), valuing the Carluccio's Fully Diluted Share Capital at approximately £90.3 million.

·; The Offer Price represents a premium of approximately:

·; 47.9 per cent. to the Closing Price of 96.0 pence per Carluccio's Share on 1 September 2010, being the latest practicable Business Day prior to the date of this announcement;

·; 37.8 per cent. to the average Closing Price of 103.1 pence per Carluccio's Share for the month prior to and including 1 September 2010, being the latest practicable Business Day prior to the date of this announcement;

·; 47.8 per cent. to the average Closing Price of 96.1 pence per Carluccio's Share for the six months prior to and including 1 September 2010, being the latest practicable Business Day prior to the date of this announcement; and

·; 54.6 per cent. to the average Closing Price of 91.8 pence per Carluccio's Share for the 12 months prior to and including 1 September 2010, being the latest practicable Business Day prior to the date of this announcement.

·; The Offer Price has been determined on the basis that no dividend in respect of the ordinary share capital of Carluccio's will be declared or paid by Carluccio's after the date of this announcement.

·; C1 is a newly incorporated company formed at the direction of the Landmark Group for the purpose of implementing the Offer.

·; The Independent Directors, who have been so advised by Hawkpoint, consider the terms of the Offer to be fair and reasonable. Accordingly, the Independent Directors intend to unanimously recommend that Carluccio's Shareholders accept the Offer, as the Carluccio's Directors have irrevocably undertaken to do, or procure to be done, in respect of beneficial holdings of themselves and their related parties amounting, in aggregate, to 8,693,790 Carluccio's Shares, representing approximately 14.7 per cent. of the existing issued ordinary share capital of Carluccio's. In providing its advice, Hawkpoint has taken into account the commercial assessments of the Independent Directors.

·; Pursuant to the Management Team Arrangements, upon the Offer becoming or being declared wholly unconditional, the members of the Management Team (being Stephen Gee, Simon Kossoff, Frank Bandura and Sarah Murray) will acquire shares and loan notes worth £1.8 million in C1, consideration for which shall be the whole or part of Carluccio's Shares which they are to acquire pursuant to the exercise of their options under the Carluccio's Share Option Scheme and under the Carluccio's Long Term Incentive Plan. The remainder of Carluccio's Shares held by the Management Team shall be subject to the Offer. Following the Offer becoming or being declared wholly unconditional, the Management Team will be appointed to roles in C1 equivalent to the respective roles that they currently hold at Carluccio's.

·; As a result of the proposed Management Team Arrangements, neither the Management Team, nor Landmark, nor any person acting or deemed to be acting in concert with any of them will be entitled to vote on the Ordinary Resolution to approve the Management Team Arrangements.

·; Hawkpoint considers the terms of the Management Team Arrangements to be fair and reasonable as far as the Independent Shareholders are concerned.

·; Accordingly, the Independent Directors intend to unanimously recommend that Independent Shareholders approve the Ordinary Resolution required to approve the Management Team Arrangements, and they have irrevocably undertaken to approve, or to procure approval of the Ordinary Resolution in respect of beneficial holdings of themselves and their related parties amounting, in aggregate, to 3,402,800 Carluccio's Shares, representing approximately 5.7 per cent. of the existing issued ordinary share capital of Carluccio's.

·; C1 has also received irrevocable undertakings and letters of intent from certain Carluccio's Shareholders (as detailed in Appendix III to this announcement).

·; In aggregate, including the shareholdings of the Carluccio's Directors and their related persons, C1 has received irrevocable undertakings to accept or procure the acceptance of the Offer amounting, in aggregate, to 14,801,137 Carluccio's Shares, representing approximately 25.0 per cent. of the existing issued ordinary share capital of Carluccio's.

·; Letters of intent to accept or procure the acceptance of the Offer have also been received from certain Carluccio's Shareholders amounting, to 3,839,807 Carluccio's Shares, representing approximately 6.5 per cent. of the existing issued ordinary share capital of Carluccio's.

·; In addition, including the shareholdings of the Independent Directors and their related persons, C1 has received irrevocable undertakings to vote, or procure votes in favour of the Ordinary Resolution to approve the Management Team Arrangements, amounting, in aggregate, to 6,678,955 Carluccio's Shares, representing approximately 11.3 per cent. of the existing issued ordinary share capital of Carluccio's.

·; Letters of intent have also been received from certain Carluccio's Shareholders to vote, or procure votes in favour of the Ordinary Resolution to approve the Management Team Arrangements, amounting, to 2,495,333 Carluccio's Shares, representing approximately 4.2 per cent. of the existing issued ordinary share capital of Carluccio's.

·; As at the date of this announcement, Landmark holds 3,002,000 Carluccio's Shares, which represent 5.1 per cent. of Carluccio's issued share capital.

·; Accordingly, in aggregate, C1 and Landmark hold, or have received irrevocable undertakings or letters of intent to accept the Offer, in respect of 21,642,944 Carluccio's Shares, amounting to approximately 36.5 per cent. of the existing issued ordinary share capital of Carluccio's.

Commenting on the Offer, Mukesh Jagtiani, Landmark Group's Chairman said:

"Carluccio's constitutes one of the leading UK restaurant chains within its all day dining niche. We are encouraged by Carluccio's resilient performance during a turbulent economic period and are confident that Carluccio's should benefit from more favourable macro trends in the future.

We believe Carluccio's and its management team have created a strong business and brand since the first opening in 1999. We look forward to supporting the management and working with them and the staff to deliver a successful growth strategy."

Commenting on the Offer, David Bernstein, Carluccio's Senior Independent Director said:

"The Offer from C1 represents an excellent opportunity for all those involved with Carluccio's. For our Shareholders, it represents an attractive premium, in cash, at a time of continued macro-economic uncertainty. For our employees, it represents the opportunity to benefit from belonging to an international organisation of enlarged scale and breadth. Our customers will, however, see no change in our focus on quality, value, authenticity and the highest standards of service. This focus has helped the Company deliver fantastic growth and returns since the arrival of the current management team more than ten years ago and has been and will remain the fundamental driving force behind the Company."

This summary should be read in conjunction with, and is subject to the full text of the following announcement (including the appendices).

The Offer will be subject to the Conditions and further terms set out in Appendix I to this announcement and to the terms and conditions to be set out in the Offer Documentation when issued. Appendix II contains the bases and sources of certain information used in this summary and the following announcement. Appendix III contains details of the irrevocable undertakings and letters of intent referred to in this announcement. Appendix IV contains definitions of certain terms used in this summary and the following announcement.

Please carefully read the Offer Documentation in its entirety before making a decision with respect to the Offer.

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 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.

Hawkpoint, 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 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 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 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 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 for the purposes of complying with English law, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside the United Kingdom.

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.

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 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 1 September 2010, being the latest practicable Business Day prior to the date of this announcement, 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.

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

2 September 2010

Recommended Cash Offer

C1 Acquisitions Limited

(a Landmark Group company)

for

Carluccio's plc

1. Introduction

The Board of C1 Acquisitions Limited ("C1") and the Independent Directors of Carluccio's plc ("Carluccio's") are pleased to announce that they have agreed the terms of a recommended cash offer to acquire the entire issued and to be issued share capital of Carluccio's, excluding the Landmark Group Shares and Management Rollover Shares.

2. Summary of the Offer

The Offer, which will be subject to the Conditions and further terms set out below and in Appendix I to this announcement, and to be set out in the Offer Documentation when issued, is being made on the following basis:

142 pence in cash for each Carluccio's Share.

On this basis, the Offer values Carluccio's Fully Diluted Share Capital at approximately £90.3 million.

The Offer Price represents a premium of approximately:

·; 47.9 per cent. to the Closing Price of 96.0 pence per Carluccio's Share on 1 September 2010, being the latest practicable Business Day prior to the date of this announcement;

·; 37.8 per cent. to the average Closing Price of 103.1 pence per Carluccio's Share for the one month prior to and including 1 September 2010, being the latest practicable Business Day prior to the date of this announcement;

The Landmark Group believes the Offer presents a good opportunity for Carluccio's Shareholders to realise their investment in Carluccio's for cash, at a premium to the current market value, within a relatively short timescale.

The Offer Price has been determined on the basis that no dividend in respect of the ordinary share capital of Carluccio's will be declared or paid by Carluccio's after the date of this announcement.

The Carluccio's Shares will be acquired by C1 fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing as at the date of this announcement or thereafter attaching thereto, including, without limitation, the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this announcement in respect of the Carluccio's Shares. If any dividend or other distribution in respect of the Carluccio's Shares is declared, paid or made on or after the date of this announcement, C1 reserves the right to reduce the consideration payable for each Carluccio's Share under the terms of the Offer by the amount per Carluccio's Share of such dividend or distribution.

3. Recommendation

In view of the Management Team Arrangements (discussed at paragraph 10 below), the Carluccio's Board has determined that it is appropriate that only the Independent Directors make a recommendation to Carluccio's Shareholders. The Independent Directors, who have been so advised by Hawkpoint, consider the Offer to be fair and reasonable. Accordingly, the Independent Directors intend to unanimously recommend that Carluccio's Shareholders accept the Offer, as the Carluccio's Directors have irrevocably undertaken to do as described in paragraph 4 below.

In providing advice to the Independent Directors, Hawkpoint has taken into account the commercial assessments of the Independent Directors.

Hawkpoint considers the terms of the Management Team Arrangements to be fair and reasonable as far as the Independent Shareholders are concerned.

Accordingly, the Independent Directors also unanimously recommend that Independent Shareholders vote in favour of the Ordinary Resolution to approve the Management Team Arrangements, as the Independent Directors have irrevocably undertaken to do (as described in paragraph 4 below).

Further details of these irrevocable commitments are set out in paragraph 4 below and in Appendix III.

4. Irrevocable Undertakings and Letters of Intent

C1 has received irrevocable undertakings:

·; to accept, or to procure acceptance of the Offer from the Carluccio's Directors and their related parties, in respect of beneficial holdings amounting, in aggregate, to 8,693,790 Carluccio's Shares representing approximately 14.7 per cent. of Carluccio's issued ordinary share capital; and

·; to approve, or to procure approval of the Ordinary Resolution from the Independent Directors and their related parties, in respect of beneficial holdings amounting, in aggregate, to 3,402,800 Carluccio's Shares representing approximately 5.7 per cent. of Carluccio's issued ordinary share capital.

These undertakings 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.

C1 has also received irrevocable undertakings to accept or procure the acceptance of the Offer in respect of a further 6,107,347 Carluccio's Shares, representing approximately 10.3 per cent. of Carluccio's issued ordinary share capital. In addition, C1 has also received irrevocable undertakings to vote or procure votes in favour of the Ordinary Resolution in respect of 3,276,155 Carluccio's Shares, representing approximately 5.5 per cent. of Carluccio's issued ordinary share capital. These undertakings have been received from the Carluccio's Shareholders detailed in Appendix III, and will cease to be binding at the option of the Carluccio's Shareholder in question, in the event that a competing offer is made for Carluccio's above the relative values detailed in Appendix III, or, amongst other things, if the Offer lapses or is withdrawn. C1 has also received non-binding letters of intent to: accept or procure the acceptance of the Offer in respect of 3,839,807 Carluccio's Shares, representing approximately 6.5 per cent. of Carluccio's issued ordinary share capital; and vote or procure votes in favour of the Ordinary Resolution, in respect of 2,495,333 Carluccio's Shares, representing approximately 4.2 per cent. of Carluccio's issued ordinary share capital. These letters of intent are detailed in Appendix III.

In aggregate therefore, C1 has received irrevocable undertakings or letters of intent to: accept or procure the acceptance of the Offer in respect of 18,640,944 Carluccio's Shares, representing approximately 31.5 per cent. of Carluccio's issued ordinary share capital; and vote or procure votes, in favour of the Ordinary Resolution, in respect of 9,174,288 Carluccio's Shares, representing approximately 15.5 per cent, of Carluccio's issued ordinary share capital.

Accordingly, in aggregate, C1 and Landmark hold, or have received irrevocable undertakings or letters of intent to accept the Offer, in respect of 21,642,944 Carluccio's Shares, amounting to approximately 36.5 per cent. of the existing issued ordinary share capital of Carluccio's.

Further details of the irrevocable undertakings to accept the Offer and approve the Ordinary Resolution are set out in Appendix III to this announcement.

5. Information relating to Landmark and C1

C1 is a newly incorporated company formed at the direction of the Landmark Group for the purpose of implementing the Offer. C1 has not traded since incorporation, nor entered into any obligations, other than in connection with the implementation and financing of the Offer.

C1 is an investment vehicle ultimately controlled by Mr Mukesh Jagtiani and Mrs Renuka Jagtiani, the majority owners of the Landmark Group. The Landmark Group, headquartered in Dubai, is an international retail and hospitality conglomerate controlled by Mr Mukesh Jagtiani and Mrs Renuka Jagtiani.

The Landmark Group is located across 15 countries, employs approximately 31,000 people and generated approximately $3.2 billion of revenue in the year to 30 June 2010. Its retail division distributes more than 30 home-grown and international franchise brands in over 900 outlets, whilst its hospitality division, which includes restaurants, hotels, spas and other leisure facilities, operates over 70 established outlets in six countries including the Mango Tree, Meat Company, Citymax Hotels and Fun City brands. In addition, the Landmark Group holds the franchise for Carluccio's Middle Eastern operations; opening its first Carluccio's restaurant in March 2009, it now operates three restaurants in Dubai.

As at the date of this announcement, Landmark holds 3,002,000 Carluccio's Shares, which represents 5.1 per cent. of Carluccio's issued share capital.

6. Information relating to Carluccio's

Carluccio's is the leading UK group of authentic Italian restaurants with integrated food shops. Carluccio's is a high profile brand based on the core values of quality, value for money and authenticity. Founded in the early 1990s as a Covent Garden retail store by Antonio and Priscilla Carluccio, the Company has grown rapidly since then and floated on AIM in 2005. Today Carluccio's operates from 47 locations nationwide and has a further four overseas stores under franchise (one in Dublin and three in the Middle East).

For the financial year ended 27 September 2009, Carluccio's reported profit on ordinary activities before taxation and impairment costs of £4.7 million (2008: £5.6 million) on turnover of £69.0 million (2008: £64.1 million). Net assets as at 27 September 2009 were £17.4 million (28 September 2008: £16.8 million).

7. Background to and reasons for the Offer

The acquisition is being made by C1, an investment company set up by the Landmark Group.

C1's majority shareholder is Landmark, an investment company set up by the Landmark Group as a vehicle to invest in UK and European hospitality and retail assets. The Landmark Group believes that Carluccio's and its management team have created a strong business and brand since the first opening in 1999 and they look forward to supporting the management and working with them and the staff to deliver a successful growth strategy.

The Offer presents a good opportunity for Carluccio's Shareholders to realise their investment in Carluccio's for cash, at a premium of 47.9 per cent. to the Closing Price per Carluccio's Share on 1 September 2010, the latest practicable Business Day prior to the date of this announcement, and a premium of 37.8 per cent. to the average Closing Price per share for the month prior to and including 1 September 2010.

8. Background to and reasons for the recommendation of the Independent Directors

Since the first Carluccio's caffè and food store opened in November 1999, the Company has become one of the most successful and highly regarded restaurant operators in the UK. It has expanded significantly to 47 restaurants, in addition to four overseas restaurants (one in Dublin and three in the Middle East) operated through franchise agreements. With its unique model of a combined restaurant and retail offering, as well as a successful all day trading format, Carluccio's has traded strongly as a quoted company since listing on AIM in December 2005.

While the Independent Directors believe that the Company is well placed to deliver further growth, the current economic outlook is uncertain, with tightening fiscal policies resulting in lower levels of consumer confidence and forecast spend. It is against this background that the Independent Directors have considered the Offer from C1.

In particular, in recommending the Offer, the Independent Directors have taken into consideration the following:

·; the significant level of bid premium represented by the Offer compared to the current market price;

·; the attractive multiple of adjusted EBITDA and adjusted diluted earnings at which the Offer values Carluccio's (the Offer represents a September 2009 EV/EBITDA multiple of 10.7x and September 2009 P/E multiple of 19.7x);

·; the certainty offered by the terms of the Offer against an uncertain economic backdrop; and

·; the fact that the Offer provides Carluccio's Shareholders with the opportunity to realise the whole of their investment in cash at a value which they might not otherwise obtain in the short to medium term.

While the Independent Directors continue to believe that Carluccio's would have a strong future as an independent quoted business, given the above factors, they believe that all Carluccio's Shareholders should have the opportunity to consider the Offer and have therefore agreed unanimously to recommend it.

9. Carluccio's directors, management and employees

C1 intends to grow Carluccio's business within the UK and recognises and attaches great importance to the skills and experience of the existing management and employees of Carluccio's, as these will be instrumental in achieving this objective. C1 has given assurances to the Carluccio's Directors that, if the Offer becomes or is declared unconditional in all respects, the existing employment rights, including pension rights, of all Carluccio's employees will be safeguarded in accordance with statutory and contractual requirements.

The Independent Directors intend to resign following the Offer becoming or being declared unconditional in all respects.

10. The Management Team Arrangements

The Management Team have entered into a conditional Subscription and Shareholders' Agreement with C1 and members of the Landmark Group, under which they agree to transfer to C1 the Management Rollover Shares (being 432,748 Carluccio's Shares which will be issued by Carluccio's following the exercise of certain of the options held by members of the Management Team) representing 0.7 per cent. of Carluccio's Fully Diluted Share Capital. C1 will therefore acquire the Management Rollover Shares subject to the Subscription and Shareholders' Agreement and outside the terms of the Offer. The transfer to C1 of the Management Rollover Shares under the Subscription and Shareholders' Agreement is conditional on the Offer becoming or being declared unconditional in all respects.

A further 5,290,990 Carluccio's Shares in which members of the Management Team are interested (together with options over and interests in 4,421,752 Carluccio's Shares held by members of the Management Team under the Carluccio's Share Option Scheme and the Carluccio's Long Term Incentive Plan) are not being acquired under the Subscription and Shareholders' Agreement and will be subject to the terms of the Offer.

In consideration for the transfer of the Management Rollover Shares to C1 pursuant to the Subscription and Shareholders' Agreement, the Management Team will be issued new securities by C1. The Management Team will obtain approximately 17.2 per cent. of the ordinary share capital of C1 and loan notes with an aggregate nominal value of £1.4 million (yielding rolled up interest at 10 per cent. per annum) to be issued by C1.

The Management Team will remain in place to operate the Carluccio's business once the Offer becomes or is declared wholly unconditional and it is proposed that upon the Offer becoming or being declared unconditional in all respects, Stephen Gee will become the chairman of C1 in respect of the Carluccio's business.

The opportunity to invest in approximately 4.1 per cent. of the ordinary share capital of C1 may also be offered to certain other Carluccio's employees in due course.

Further details of the Subscription and Shareholders' Agreement will be set out in the Offer Document.

Pursuant to Rule 16 of the Code, the proposed Management Team Arrangements described above are required to be approved by the Independent Shareholders. Accordingly, the Ordinary Resolution will be proposed at the General Meeting of Independent Shareholders, where a poll vote of more than 50 per cent. of the votes cast by the Independent Shareholders (voting either in person or by proxy) will need to be passed in favour of the Ordinary Resolution.

Hawkpoint considers the terms of the Management Team Arrangements to be fair and reasonable as far as the Independent Shareholders are concerned.

11. Carluccio's Share Option Scheme and Carluccio's Long Term Incentive Plan

The Offer will extend to any Carluccio's Shares unconditionally allotted or issued and fully paid on or prior to the date on which the Offer closes (or, such earlier date as C1 may, subject to the Code, decide) pursuant to the exercise of options under the Carluccio's Share Option Scheme.

To the extent that such options have not been exercised, participants in the Carluccio's Share Option Scheme will be written to separately and appropriate proposals will be made to such participants in due course. It is currently intended that such proposals will be made once the Offer becomes or is declared unconditional in all respects.

For the avoidance of doubt, the Offer will extend to the issued Carluccio's Shares held in trust for the purposes of the Carluccio's Long Term Incentive Plan.

12. Financing of the Offer

The cash consideration payable by C1 under the terms of the Offer will be funded from funds made available to C1 from the existing cash resources of the Landmark Group.

C1 currently intends to re-finance the cash paid as consideration under the Offer once C1 has satisfied the cash consideration payable as a result of full acceptance of the Offer. The terms of such re-financing are likely to require security to be given over, among other things, the share capital of entities within the enlarged Landmark Group.

Rothschild is satisfied that sufficient resources are available to C1 to satisfy, in full, the cash consideration payable to Carluccio's Shareholders under the terms of the Offer.

13. Structure of the Offer

The Offer is an offer for cash on the basis described in paragraph 2 above. The transfer of Carluccio's Shares to C1, if the Offer becomes or is declared unconditional in all respects, will result in Carluccio's becoming a wholly owned subsidiary of C1.

The Offer is proposed to be implemented by way of a takeover offer within the meaning of Part 28 of the Companies Act but C1 may, with the agreement of the Board of Carluccio's and the Panel, elect to implement the acquisition by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act. Any such scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer.

The Offer Documentation will be posted (other than to Restricted Overseas Persons) as soon as reasonably practicable after, and in any event within 28 days of, the date of this announcement (unless agreed otherwise with the Panel).

14. Disclosure of interests in Carluccio's securities

C1 confirms that it will, on the date of this announcement, make an Opening Position Disclosure pursuant to Rule 8.1(a) of the Code.

15. Inducement fee and other arrangements

Inducement fee

Carluccio's and Landmark have entered into an agreement (the "Inducement Fee Agreement") pursuant to which Carluccio's agreed to pay Landmark an inducement fee on the occurrence of certain events, both before and after the release of this announcement. As the provisions relating to the payment of an inducement fee before the release of this announcement have now fallen away, the summary that follows relates to the remaining provisions of the Inducement Fee Agreement.

Carluccio's has agreed to pay Landmark an amount equal to one per cent. of the value of Carluccio's, calculated by reference to the Offer Price and the fully diluted ordinary share capital of Carluccio's (as understood by the Panel in accordance with Practice Statement 23 issued by the Panel) (inclusive, in certain circumstances, of VAT, if applicable) in the event that:

·; any Carluccio's Director withdraws or adversely modifies his recommendation of the Offer and the Offer lapses, is withdrawn, or (with the Panel's consent) is not made; or

·; the Offer lapses, is withdrawn, or (with the Panel's consent) is not made and an Independent Competing Proposal has been put to Carluccio's or any Carluccio's Director, or is announced before the Offer lapses, is withdrawn or with the Panel's consent is not made, and that Independent Competing Proposal or any other Independent Competing Proposal, becomes or is declared unconditional in all respects, or otherwise completes, within six months of the Offer lapsing, being withdrawn or, as the case may be, Landmark notifying Carluccio's in writing that the Panel has consented to the Offer not being made; or

·; if the Offer proceeds by way of a scheme of arrangement pursuant to Part 26 of the Companies Act and Carluccio's delays, postpones or adjourns the steps necessary for the implementation of such Scheme, with the effect that such aggregate delay, postponement or adjournment results in a delay of more than 30 calendar days after the date specified in the agreed timetable for the occurrence of the same. To the extent that such delay results from: (i) events outside the reasonable control of Carluccio's and which prevent Carluccio's ability to implement the steps of the Scheme; (ii) delays caused or requested by Landmark; (iii) delays imposed by the Panel; (iv) Landmark failing to comply with any agreement with Carluccio's regarding the implementation of the Scheme; or (v) an unsolicited approach being received by Carluccio's with respect to an Independent Competing Proposal, then such delay shall not be taken into account in determining whether the 30 calendar day period referred to above has been exceeded.

Nothing in the Inducement Fee Agreement obliges Carluccio's to pay any amount which the Panel determines would not be permitted by Rule 21.2 of the Code.

Non-solicitation

Pursuant to the terms of the Inducement Fee Agreement, Carluccio's has undertaken to Landmark, inter alia, that it will not directly or indirectly solicit, continue or facilitate any discussions or negotiations relating to any offer or potential offer for Carluccio's (including any Independent Competing Proposal). In addition, Carluccio's has agreed to notify Landmark as soon as reasonably practicable if an Independent Competing Proposal is put to Carluccio's, or if Carluccio's receives a bona fide approach relating to any potential Independent Competing Proposal.

16. Conditionality of the Offer

The conditions to the Offer are set out in full in Appendix I to this announcement.

The Offer will be conditional, amongst other things, upon:

·; C1 receiving valid acceptances of the Offer in respect of not less than 90 per cent. of the Carluccio's Shares to which the Offer relates (or such lower percentage as C1 may decide provided that such Condition will not be satisfied unless C1 and/or any other members of Landmark have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Carluccio's Shares carrying in aggregate more than 50 per cent. of the voting rights then normally exercisable at general meetings of Carluccio's); and

·; the passing of the Ordinary Resolution to be proposed at the General Meeting.

17. Overseas Carluccio's Shareholders

The distribution of this announcement, and the availability of the Offer, to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Carluccio's Shareholders who are in doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Carluccio's Shareholders are advised to read carefully the Offer Documentation once it has been dispatched.

18. Compulsory acquisition, cancellation of AIM admission and re-registration

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.

19. General

This announcement does not constitute an offer to purchase or an invitation to sell any Carluccio's Shares and any response to the Offer should be made only on the basis of the information contained in the Offer Documentation.

The Offer Documentation will be posted (other than to persons resident in a Restricted Jurisdiction) as soon as reasonably practicable after, and in any event within 28 days of, the date of this announcement (unless agreed otherwise with the Panel).

The Offer will be governed by English law and will be subject to the jurisdiction of the English courts. The Offer will be subject to the applicable requirements of the Code.

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.comand on the Carluccio's website at www.carluccios.com/company/investor-informationduring the course of the Offer.

Details of the bases and sources of certain information set out in this announcement are included in Appendix III. Appendix IV contains definitions of certain terms 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

The Offer shall be made solely by C1 and neither Rothschild nor any of its respective affiliates are making the Offer.

Overseas Jurisdictions

Forward-Looking Statements

Opening Position and Dealing Disclosure Requirements under the Code

Publication on websites

Rule 2.10 Disclosure

APPENDIX I

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

1. Conditions of the Offer

The Offer will be subject to the following Conditions (as amended if appropriate):

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. (London time) on the First Closing Date of the Offer (or such later time(s) and/or date(s) 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 attached to those shares, provided that this Condition 1(a) shall not be satisfied unless C1 and/or any other members of the Landmark Group 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 and provided further that, unless C1 otherwise determines, this Condition 1(a) shall be capable of being satisfied only at a time when all other Conditions 1(b) to 1(j) inclusive have either been satisfied or waived.

For the purpose of this Condition 1(a):

(i) the expression "Carluccio's Shares to which the Offer relates" shall be construed in accordance with sections 974 to 991 of the Companies Act; and

(ii) Carluccio's Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights which they will carry on being entered into the register of members of Carluccio's;

(b) the passing at the General Meeting (or at any adjournment thereof) of the Ordinary Resolution approving the Management Team Arrangements or of such other resolution or resolutions as may be required by the Panel to approve such arrangements;

(c) in so far as the offer constitutes, or is deemed to constitute, a relevant merger situation within the UK, the Office of Fair Trading indicating, in terms reasonably satisfactory to C1, that it does not intend to refer the proposed acquisition of Carluccio's by C1 to the Competition Commission;

(d) no Regulatory Authority having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation or enquiry or enacted, made or proposed any statute, regulation or order or otherwise taken any other step or done any thing, and there not being outstanding any statute, legislation or order, that would or might reasonably be expected to:

(i) prohibit, or in any material respect, restrict, restrain, delay, impose additional conditions or obligations with respect to, or otherwise interfere in a way which is material in the context of the Offer with the implementation of, the Offer or the acquisition of any Carluccio's shares by C1 or any matters arising therefrom;

(ii) result in a material delay in the ability of C1, or render C1 unable, to acquire some or all of the Carluccio's Shares to which the Offer relates;

(iii) require, prevent, materially delay or materially affect the divestiture by the Wider Landmark Group or Carluccio's of all or any material portion of their businesses, assets or property or of any Carluccio's Shares or other securities in Carluccio's or impose any material limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties or any material part thereof;

(iv) impose any material limitation on the ability of any member of the Wider Landmark Group to acquire or hold or exercise effectively, directly or indirectly, all rights of all or any of the Carluccio's shares (whether acquired pursuant to the Offer or otherwise);

(v) make the Offer or its implementation or the proposed acquisition of Carluccio's or of any Carluccio's Shares or any other shares or securities in, or control of, Carluccio's, illegal, void or unenforceable in or under the laws of any jurisdiction;

(vi) impose any material limitation on the ability of any member of the Wider Landmark Group or Carluccio's to co-ordinate its business, or any material part of it, with the business of any other member of the Wider Landmark Group or Carluccio's; or

(vii) otherwise materially and adversely affect any or all of the businesses, assets, prospects or profits of any member of the Wider Landmark Group or Carluccio's or the exercise of rights of shares of Carluccio's,

and all applicable waiting periods during which such Relevant Authority could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene having expired, lapsed or been terminated;

(e) all necessary material authorisations, orders, grants, consents, clearances, licences, permissions and approvals, in any jurisdiction, deemed necessary or appropriate by C1 for or in respect of the Offer, the proposed acquisition of any shares or securities in, or control of, Carluccio's by any member of the Wider Landmark Group or the carrying on of the business of Carluccio's or the Wider Landmark Group or any matters arising therefrom being obtained in terms reasonably satisfactory to C1 from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom Carluccio's or the Wider Landmark Group has entered into contractual arrangements and such authorisations, orders, grants, consents, clearances, licences, permissions and approvals remaining in full force and effect and there being no intimation of any intention to revoke or not to renew the same and all necessary filings having been made, all appropriate waiting and other time periods (including extensions thereto) in respect of the Offer under any applicable legislation and regulations in any jurisdiction having expired, lapsed or been terminated and all necessary statutory or regulatory obligations in any jurisdiction in respect of the Offer or the proposed acquisition of Carluccio's by C1 or of any Carluccio's shares or any matters arising therefrom having been complied with;

(f) no Relevant Authority or any other party with whom Carluccio's has any contractual or other material business relationship notifying C1 that the interests held by Carluccio's under licences, leases, consents, permits and other rights will be materially and adversely amended or otherwise materially affected by the Offer or the proposed acquisition of Carluccio's or any matters arising therefrom, or that such licences, leases, consents, permits and other rights will not remain in full force and effect and that there is any intention to revoke or materially and adversely amend any of the same on the part of such Relevant Authority or other party;

(g) save as Disclosed prior to 2 September 2010 (being the date of this announcement), there being no provision of any Relevant Instrument which, as a consequence of the Offer, might reasonably be expected to have the result that:

(i) any mortgage, charge or other security interest is created over the whole or any material part of the business, property or assets of Carluccio's or any such security (whenever arising) becomes enforceable;

(ii) any such Relevant Instrument is terminated or materially and adversely modified or affected or any onerous obligation arises thereunder;

(iii) the value of Carluccio's or its financial or trading position is materially prejudiced or materially adversely affected;

(iv) any material asset of Carluccio's being or falling to be charged or disposed of;

(v) the rights, liabilities, obligations or interests or business of Carluccio's in or with any other person, firm or company (or any arrangement relating to such interest or business) is terminated, modified or adversely affected; or

(vi) Carluccio's ceases to be able to carry on business under any name under which it currently does so,

in each case which is material in the context of the Offer;

(h) Carluccio's not having since 27 September 2009 (being the date to which the latest published audited report and accounts of Carluccio's were made up) and save as Disclosed prior to 2 September 2010 (being the date of this announcement):

(i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class or issued or authorised or proposed the issue of or granted securities convertible into or rights, warrants or options to subscribe for or acquire such shares or convertible securities or redeemed, purchased or reduced or announced any intention to do so or made any other change to any part of its share capital;

(ii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus or other distribution;

(iii) authorised or proposed or announced its intention to propose any merger or acquisition or disposal or transfer of assets or shares or any change in its share or loan capital;

(iv) issued or authorised or proposed the issue of any debentures or incurred or increased any indebtedness or contingent liability in each case to an extent which is material to Carluccio's;

(v) disposed of or transferred, mortgaged or encumbered any asset or any right, title or interest in any asset or entered into or varied any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is of a long term or unusual nature or which involves or could involve an obligation of a nature or magnitude which is material (or authorised, proposed or announced any intention to do so);

(vi) entered into or varied or proposed to enter into or vary any contract, reconstruction, amalgamation, arrangement or other transaction which is of an onerous nature or is otherwise than in the ordinary course of business, and which in any case is material to Carluccio's, or announced any intention to do so;

(vii) entered into, or materially varied the terms of, any contract or agreement with any of the directors of Carluccio's;

(viii) taken or proposed any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues;

(ix) waived or compromised any claim which is material in the context of the Offer other than in the ordinary course of business;

(x) made any amendment to its articles of association or other incorporation documents which is material in the context of the Offer;

(xi) entered into any contract, transaction or arrangement which is or may reasonably be expected to be restrictive to a material extent on the business of Carluccio's or the Wider Landmark Group;

(xii) entered into any contract, commitment or agreement with respect to any of the transactions or events referred to in this Condition (h); and

(xiii) been unable or admitted that it is unable to pay its debts generally or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(i) since 27 September 2009 (being the date to which the latest published audited report and accounts of Carluccio's were made up) and save as otherwise Disclosed prior to 2 September 2010 (being the date of this announcement):

(i) no litigation, arbitration, prosecution or other legal proceedings which could reasonably be expected to have a material impact on Carluccio's having been instituted, announced or threatened or become pending or remained outstanding by or against Carluccio's or to which Carluccio's is or may reasonably be expected to become a party (whether as claimant, defendant or otherwise);

(ii) no material adverse change having occurred in the business, assets, financial or trading position, profits or prospects of Carluccio's;

(iii) no investigation by any Relevant Authority having been threatened, announced, implemented or instituted and remaining outstanding; and

(j) save as Disclosed prior to 2 September 2010 (being the date of this announcement), C1 not having discovered that:

(i) Carluccio's is subject to any material liability, actual or contingent, which is not disclosed in the latest published audited report and accounts of Carluccio's for the financial year ended 27 September 2009;

(ii) Carluccio's has failed to comply in all material respects with all applicable legislation or regulations of any jurisdiction with regard to the storage, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or to harm human health or otherwise relating to environmental matters (which non-compliance might give rise to any liability (whether actual or contingent) on the part of Carluccio's), or that there has otherwise been any such disposal, discharge, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations and wherever the same may have taken place) which in any such case might give rise to any liability (whether actual or contingent) on the part of Carluccio's and which liability is material to Carluccio's;

(iii) there is or is likely to be any material liability (whether actual or contingent) to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by Carluccio's under any environmental legislation, regulation, notice, circular or order of any Relevant Authority;

(iv) circumstances exist (whether as a result of the making of the Offer or otherwise) which might lead to any Relevant Authority instituting or requiring Carluccio's or the Wider Landmark Group to institute, an environmental audit or take any other steps which in any such case will reasonably be expected to result in any actual or contingent liability to improve or install new plant or equipment or make good, repair, re-instate or clean up any land or other asset now or previously owned, occupied or made use of by Carluccio's which in each case is material to Carluccio's; or

(v) circumstances exist whereby a class of persons might reasonably be expected to have any material claim in respect of any product now or previously sold by Carluccio's.

2. Further conditions to the Offer

(a) C1 reserves the right to waive all or any of Conditions, in whole or in part, except Condition 1(a).

(b) Except with the consent of the Panel, the Offer will lapse unless Conditions 1(b) to (j) (inclusive) of the Offer are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by C1 in its reasonable opinion to be or to remain satisfied by midnight on the date which is 21 days after the later of the First Closing Date and the date on which Condition 1(a) is satisfied.

(c) C1 shall be under no obligation to waive or treat as fulfilled any of Conditions 1(b) to (j) (inclusive) by a date earlier than the latest date specified above for the fulfilment or satisfaction thereof notwithstanding that the other Conditions of the Offer may at such earlier date have been waived, fulfilled or satisfied and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment or satisfaction.

(d) If C1 is required by the Panel to make an offer for Carluccio's Shares under the provisions of Rule 9 of the Code, C1 may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

(e) If the Offer lapses it will cease to be capable of further acceptance. Carluccio's Shareholders who have accepted the Offer and C1 shall cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

(f) C1 reserves the right for any member of the Landmark Group from time to time, instead of C1, to make the Offer or otherwise implement the acquisition of Carluccio's.

(g) C1 reserves the right to elect, with the consent of the Panel, to implement the Offer by means of a scheme of arrangement under Part 26 of the Companies Act. In such event, such Scheme will be implemented on substantially the same terms (subject to appropriate amendments and additions), so far as applicable, as those which would apply to the Offer. In particular, Condition 1(a) will not apply, and the Scheme will become effective and binding following:

(i) approval of the Scheme at the Court meeting (or any adjournment thereof) by a majority of the Carluccio's Shareholders present and voting either in person or by proxy representing 75 per cent. or more in value of Carluccio's Shareholders;

(ii) the resolutions required to approve and implement the Scheme being those set out in the notice of general meeting of the Carluccio's Shareholders being passed by the requisite majority at such general meeting; and

(iii) the sanction of the Scheme and confirmation of any associated reduction of capital by the Court (in each case with or without modification, and any such modification to be on terms reasonably acceptable to Carluccio's and C1) and an office copy of the order of the Court sanctioning the Scheme and confirming the cancellation of share capital which forms part of it being delivered for registration to the Registrar of Companies and being registered by him.

(h) Under the Offer, Carluccio's Shares will be acquired by C1 fully paid and free from all liens, equities, equitable interests, charges, encumbrances, options, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights existing as at the date of this announcement or subsequently attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made, on or after the date of this announcement. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Carluccio's in respect of a Carluccio's Share after the date of this announcement, C1 reserves the right to reduce by the amount of the dividend and/or distribution and/or return of capital the price payable under the Offer in respect of a Carluccio's Share, except insofar as the Carluccio's Share is or will be transferred pursuant to the Offer on a basis which entitles C1 alone to receive the dividend and/or distribution and/or return of capital but if that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Carluccio's Share will be obliged to account to C1 for the amount of such dividend or distribution or return of capital.

(i) The Offer will be on the terms and will be subject, amongst other things, to the Conditions which are set out in this Appendix I and those terms which will be set out in the Offer Documentation and such further terms as may be required to comply with the applicable rules and regulations of the London Stock Exchange and the Code. This announcement does not constitute, or form part of, an offer of invitation to purchase Carluccio's Shares or any other securities.

(j) Unless otherwise determined by C1 or required by the Code and permitted by applicable law and regulation, the Offer is not being, and will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or other forms of electronic transmission) of interstate or foreign commerce of, or by any facility of a national, state or other securities exchange of, Canada, Australia, Japan or any other Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within Canada, Australia, Japan or any other Restricted Jurisdiction.

(k) This Offer and any acceptance thereof will be governed by English law and be subject to the jurisdiction of the English courts and to the Conditions set out herein and in the formal Offer Documentation. The Offer will comply with the applicable rules and regulations of the London Stock Exchange and the Code.

(l) The Offer will lapse if the Offer is referred to the Competition Commission or if the European Commission in respect thereof either initiates proceedings under article 6(1)(c) of Council Regulation (EC) 139/2004 or makes a referral to a competent authority of the United Kingdom under article 9(1) of that Regulation and that results in the Offer being referred to the Competition Commission, before (in any such case) the later of the First Closing Date of the Offer and the date when the Offer becomes or is declared unconditional as to acceptances.

(m) If:

(i) C1 waives, in whole or in part, all or any of the Conditions above (excluding Condition 1(a)), as set out in paragraph 2(a) above; or

(ii) C1 is required by the Panel to make an offer for Carluccio's Shares under the provisions of Rule 9 of the Code, and C1 alters any of the above Conditions as necessary to comply with the provisions of that Rule, as set out in paragraph 2(d) above,

C1 will extend the Offer Period and take such further action as required by the Code or other applicable law.

APPENDIX II

BASES AND SOURCES OF INFORMATION

1. Unless otherwise stated, the financial information relating to the Landmark Group has been extracted or derived (without any adjustment) from the Landmark Group's unaudited accounts for the year ended 30 June 2010.

2. Unless otherwise stated, the financial information relating to Carluccio's has been extracted or derived (without any adjustment) from the latest published audited report and accounts of Carluccio's for the year ended 27 September 2009.

3. Other information relating to Carluccio's has been extracted or derived, without material adjustment, from public sources.

4. The value attributed to the entire issued and to be issued share capital of Carluccio's is based upon that number of Carluccio's Shares in issue as at the close of business on 1 September 2010.

5. All prices for Carluccio's Shares have been derived from the Daily Official List and represent the Closing Price on the relevant date.

6. Carluccio's Fully Diluted Share Capital of 63,582,960 Carluccio's Shares has been calculated by aggregating the 59,217,460 existing issued Carluccio's Shares and the 4,365,500 "in the money" options.

7. For the purposes of this announcement, EV is calculated using the Carluccio's Fully Diluted Share Capital, deducting the Company's net cash balance of £3.8 million, adjusted for the estimated cash proceeds from both the exercise of options and the cash receipts following the repayment of loans to the company in relation to Carluccio's Long Term Incentive Plan. The net cash balance has been extracted from the Company's interim accounts for the six month period ended 28 March 2010.

APPENDIX III

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:
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

Other Carluccio's Shareholders:
Aviva Investors Global Services Ltd	2,831,192
Highclere International Investors Ltd	3,276,155

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:
David Bernstein	50,000
Scott Svenson	1,500,000
Peter Webber	1,852,800

Independent Shareholders:
Highclere International Investors Ltd	3,276,155

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
Revera Asset Management	1,330,333
Total letters of intent given to accept or procure acceptance of the Offer	3,839,807 (representing 6.5 per cent. of Carluccio's entire issued share capital)

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
Revera Asset Management	1,330,333
Total letters of intent given to vote in favour of the Ordinary Resolution	2,495,333 (representing 4.2 per cent. of Carluccio's entire issued share capital)

APPENDIX IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

adjusted EBITDA	is calculated on the basis more particularly described on page 3 of Carluccio's annual report and accounts for the year ended 27 September 2009;
AIM	means AIM, a market operated by the London Stock Exchange;
AIM Rules	means the AIM Rules for Companies as published by the London Stock Exchange (as amended);
Board	means board of directors;
Business Day	means a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business;
C1	means C1 Acquisitions Limited, a company incorporated in England and Wales with registration number 07357672 and having its registered office at c/o HW Fisher & Co., Acre House, 11-15 William Road, London NW1 3ER;
Carluccio's or the Company	means Carluccio's plc a company incorporated in England and Wales with registration number 02001576 and having its registered office at 35 Rose Street, London WC2E 9EB;
Carluccio's Directors	means the directors of Carluccio's at the date of this announcement, being Stephen Gee, Simon Kossoff, Frank Bandura, Sarah Murray, David Bernstein, Scott Svenson and Peter Webber;
Carluccio's Fully Diluted Share Capital	means 63,582,960 Carluccio's Shares;
Carluccio's Long Term Incentive Plan	means the Carluccio's Long Term Incentive Plan (otherwise known as the Carluccio's split share scheme) adopted by the Carluccio's Board in February 2009;
Carluccio's Shareholder	means a holder of Carluccio's Shares;
Carluccio's Share Option Scheme	means the Carluccio's Equity Incentive Plan adopted by the Carluccio's Board in December 2005 together with certain options issued prior to the adoption of said plan between 2002 and 2005;
Carluccio's Shares	means the ordinary shares of 5 pence in the capital of Carluccio's;
Closing Price	means the closing middle market price of a Carluccio's Share as derived from the Daily Official List;
Code	means the City Code on Takeovers and Mergers (as amended);
Companies Act	means the Companies Act 2006 (as amended);
Conditions	means the conditions to the Offer, as set out in Appendix I to this announcement and to be set out in the Offer Document;
Court	means the High Court of Justice in England and Wales;
Daily Official List	means the daily official list of the London Stock Exchange;
Data Room	means the documents and information disclosed in the on-line data room hosted by Carluccio's, and the hard copy documents and information provided to Landmark or its advisers by Carluccio's or its advisers prior to the release of this announcement;
Dealing Disclosure	means a disclosure made pursuant to Rule 8 of the Code;
Disclosed	means publicly announced by Carluccio's prior to the date of this announcement (by delivery of an announcement to a Regulatory Information Service) or as otherwise disclosed in the Data Room or to Landmark or C1 or their respective advisers by Carluccio's or its advisers in writing prior to the date of this announcement;
EBT	means Ogier Employee Benefit Trustee Limited acting in its capacity as the trustee of the Carluccio's Employee Benefit Trust No. 1;
Enlarged Group	means the combined Landmark Group and Carluccio's from the date on which the Offer becomes or is declared unconditional in all respects;
First Closing Date	means the date which is 21 days after the day of posting the Offer Document;
Form of Acceptance	means the form of acceptance and authority relating to the Offer which (where appropriate) will accompany the Offer Document when issued;
General Meeting	means the general meeting of Independent Shareholders (or any adjournment thereof) to be convened pursuant to Rule 16 of the Code, to consider and, if thought fit, pass the resolutions required to approve the Management Team Arrangements;
Hawkpoint	means Hawkpoint Partners Limited, financial adviser to Carluccio's;
Independent Competing Proposal	means a proposal, offer, tender offer, merger, acquisition, scheme of arrangement, recapitalisation or other combination or transaction (whether or not subject to any preconditions) (including a transaction involving a dual listed company structure) relating to any direct or indirect acquisition or purchase of means Carluccio's Shares which are held by Landmark as more particularly described in section 975 of the Companies Act; 30 per cent. or more of the ordinary shares of Carluccio's or the whole or part of the business and/or assets of Carluccio's proposed by any party, which is not acting in concert with Landmark, or any other arrangement having a similar effect or purpose;
Independent Directors	means the independent directors of Carluccio's, being David Bernstein, Scott Svenson and Peter Webber;
Independent Shareholders	means Carluccio's Shareholders, excluding: (i) Landmark; (ii) the Management Team, and any person acting or deemed to be acting in concert with any of them;
Inducement Fee Agreement	means an agreement entered into by Carluccio's and C1 on 20 July 2010, as amended on 31 August 2010, as more particularly described in paragraph 15 of this announcement;
KBC Peel Hunt	means KBC Peel Hunt Ltd., broker to Carluccio's;
Landmark	means Landmark Investments S.à.r.l. a Luxembourg private limited and whose registered office is at 2-8 avenue Charles de Gaulle, L-1653 Luxembourg;
Landmark Group	means Landmark Retail Holdings 1 Limited, together with its subsidiaries and subsidiary undertakings from time to time;
Landmark Group Shares	means Carluccio's Shares which are held by Landmark;
London Stock Exchange	means London Stock Exchange plc;
Management Rollover Shares	means 432,748 Carluccio's Shares which will be issued by Carluccio's following the exercise of certain options held by members of the Management Team, which will be transferred to C1 pursuant to the Subscription and Shareholders' Agreement;
Management Team	means the management team of Carluccio's, being Stephen Gee, Simon Kossoff, Frank Bandura and Sarah Murray;
Management Team Arrangements	means the proposed arrangements between C1 and the Management Team described in paragraph 10 of this announcement;
Offer	means the recommended cash offer to be made by C1 at the Offer Price for the entire issued and to be issued ordinary share capital of Carluccio's excluding the Landmark Group Shares and the Management Rollover Shares, and where the context requires, any revision, extension, variation or renewal thereof;
Offer Document	means the document to be sent to Carluccio's Shareholders following the date of this announcement containing, amongst other things, the terms and conditions of the Offer and certain information about C1 and the Landmark Group;
Offer Documentation	means the Offer Document and (where appropriate) the accompanying Form of Acceptance to be sent to Carluccio's Shareholders and others following the date of this announcement;
Offer Period	means the period commencing on (and including) 2 September 2010 and ending on the date on which the Offer becomes or is declared unconditional as to acceptances or lapses;
Offer Price	means 142 pence in cash per Carluccio's Share;
Opening Position Disclosure	means an opening position disclosure made pursuant to Rule 8 of the Code;
Ordinary Resolution	means the ordinary resolution required for the purposes of Rule 16 of the Code, to approve the Management Team Arrangements to be considered and, if thought fit, passed by the Independent Shareholders at the General Meeting;
Panel	means the Panel on Takeovers and Mergers;
Pounds, pence or £	means the lawful currency of the United Kingdom;
Registrar of Companies	means the Registrar of Companies for England and Wales;
Regulatory Authority	means any government or governmental, quasi governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction;
Regulatory Information Service	means one of the regulatory information services authorised by the Financial Services Authority to receive, process and disseminate regulatory information from listed companies;
Relevant Authority	means any government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body or (without prejudice to the generality of the foregoing) any other person or body in any jurisdiction;
Relevant Instrument	any agreement, instrument, permit, licence or other arrangement to which Carluccio's is a party;
Restricted Jurisdiction	means the United States of America, Canada, Australia, Japan and any other jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which C1 regards as unduly onerous;
Restricted Overseas Person	means any person (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, any Restricted Jurisdiction;
Rothschild	means N M Rothschild & Sons Limited, financial adviser to Landmark and C1;
Scheme	means a scheme of arrangement under Part 26 of the Companies Act;
Subscription and Shareholders' Agreement	means the subscription and shareholders' agreement dated 2 September 2010 entered into between, among others, Landmark, C1 and the Management Team;
subsidiary	means has the meaning ascribed to it in Section 1159 of the Companies Act;
subsidiary undertaking	means has the meaning ascribed to it in Section 1162 of the Companies Act;
UK or United Kingdom	means the United Kingdom of Great Britain and Northern Ireland;
US or United States	means the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia;
USD or $	means the lawful currency of the United States; and
Wider Landmark Group	means C1 or associated undertakings (including any company of which 20 per cent. or more of the voting capital is held by C1, or any of its subsidiary undertakings, or any partnership, joint venture, firm or company in which any of them may be interested).

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement. All references to time in this announcement are to London time unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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