HMF Handmade

 

TIDMHMF 
 
RNS Number : 1755M 
Handmade PLC 
19 May 2010 
 

19th May 2010 
Handmade PLC 
("Handmade" or the "Company") 
Update on NG Kids Entertainment LLC 
Handmade today announces that it has received notification from National 
Geographic Society ("NGHT"), Handmade's joint venture partner for NG Kids 
Entertainment LLC (the "JV Company"), that it regards the acquisition by Almorah 
Services Limited ("Almorah") of over 50 per cent. of the ordinary shares in the 
Company as a change of control in Handmade ("Change of Control").  In the 
circular released by Handmade on 14th May 2010 in response to the mandatory cash 
offer and convertible loan note offer made by Almorah it was highlighted that a 
Change of Control would have an impact on the material agreements entered into 
by Handmade in connection with the JV Company ("the Agreements"). 
NGHT has notified Handmade that it is exercising the following rights under the 
Agreements: 
·      Payments on the class B membership interests held by NGHT in the JV 
Company, being a principal amount of $5,122,355 (the "Class B Return") and 
interest on the Class B Return of approximately $107,000 (the "Premium 
Payment"); 
·      Appointment of an additional Director to the board of the JV Company (the 
"Board"), providing NGHT with majority control of the Board; 
·      Termination of the trademark license entered into by NGHT and the JV 
Company on 18th November 2009 to use certain trademarks owned by NGHT for an 
initial term of 7 years (the "Trademark License"); and 
·      Purchase from Handmade its class A membership interest in the JV Company. 
Handmade is considering its position in relation to the rights under the 
Agreements and is entering into discussions with NGHT. Handmade intends to make 
a further announcement on the outcome of these discussions in due course. 
Further enquiries: 
Handmade PLC 
Bob Benton, Chairman 
                                        020 7518 8230 
IBIS Capital 
David Brooks/Toby Ramsden 
                                   020 7070 7080 
Canaccord Genuity Limited 
Mark Williams/Andrew Chubb 
                                    020 7050 6500 
 
IBIS Capital Limited ("IBIS Capital") (which is regulated in the United Kingdom 
by the Financial Services Authority) is acting exclusively for Handmade as 
financial adviser and no one else (including the recipients of this 
announcement) in connection with the arrangements that are the subject matter of 
this announcement and will not be responsible to anyone other than Handmade for 
providing the protections afforded to customers of IBIS Capital or for advising 
any other person in connection with the arrangements that are the subject matter 
of this announcement. 
Canaccord Genuity Limited ("Canaccord") (which is regulated in the United 
Kingdom by the Financial Services Authority) is acting exclusively for Handmade 
as nominated adviser and broker and no one else (including the recipients of 
this announcement) in connection with the arrangements that are the subject 
matter of this announcement and will not be responsible to anyone other than 
Handmade for providing the protections afforded to customers of Canaccord or for 
advising any other person in connection with the arrangements that are the 
subject matter of this announcement. 
Neither IBIS Capital nor Canaccord makes any representation, express or implied, 
with respect to the accuracy or completeness of any information contained in 
this announcement and accept no responsibility for, nor does either firm 
authorise, the contents of, or the issue of this announcement, or any other 
statement made or purported to be made by Handmade, or on its behalf, in 
connection with Handmade or any of the other arrangements that are the subject 
matter of this announcement and, accordingly, each disclaims all and any 
liability whatsoever whether arising out of tort, contract or otherwise which 
they might otherwise have in respect of this announcement or any other 
statement. 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be subject restricted by law and therefore 
persons into whose possession this announcement comes should inform themselves 
about, and observe such restrictions. Any failure to comply with the 
restrictions may constitute a violation of the securities laws of any such 
jurisdiction. The announcement has been prepared in accordance with English law 
and the Code and information disclosed may not be the same as that which would 
have been prepared in accordance with the laws of jurisdictions outside England. 
Disclosure requirements of 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 Takeover 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. 
Please note that any address, electronic address and certain other information 
provided for the receipt of communications from the offeree company may be 
provided to an offeror during the offer period as required under Section 4 of 
Appendix 4 of the Code. 
'Interests in securities' arise, in summary, when a person has long economic 
exposure, whether conditional or absolute, to changes in the price of 
securities. In particular, a person will be treated as having an 'interest' by 
virtue of the ownership or control of securities, or by virtue of any option in 
respect of, or derivative referenced to, securities. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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