Final Announcement
June 07 2010 - 2:15AM
UK Regulatory
TIDMHMF
RNS Number : 1507N
Almorah Services Limited
07 June 2010
Headline: acceptance levels and offers closed
Almorah Services Limited
7 June 2010
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, JAPAN, THE USA OR ANY OTHER RESTRICTED
JURISDICTION
FOR IMMEDIATE RELEASE
7 June 2010
MANDATORY CASH OFFER
by
ALMORAH SERVICES LIMITED
for the entire issued and to be issued share capital of
HANDMADE plc
and
Convertible Loan Note Offer
Offers closed
Levels of acceptance
Words not defined in this announcement have the same meaning as in the offer
document dated 30 April 2010 (the "Offer Document").
Offers closed
On 29 April 2010, Almorah made a Mandatory Offer for the entire issued and to be
issued share capital of Handmade other than the 92,459,015 Shares acquired on 29
April 2010 by Almorah (representing approximately 39.68 per cent. of the issued
ordinary share capital of Handmade) at 1 pence per Share in cash. As announced
on 29 April 2010, the acceptance condition set out in Part A of Appendix I to
the Offer Document was satisfied upon the posting of the Offer Document and the
Mandatory Offer became unconditional upon the occurrence of this event.
On 14 May 2010, the Independent Directors of Handmade (namely, Robert Benton,
Antony Fraser, Simon Flamank, John Howkins and Nicholas Simunek) recommended
that Shareholders accept the Mandatory Offer.
On 24 May 2010, Almorah announced that the Mandatory Offer was wholly
unconditional and recommended. Almorah further confirmed that Handmade would
apply to the London Stock Exchange for the cancellation of the admission to
trading of the Shares on AIM and that Handmade would be re-registered as a
private limited company shortly thereafter.
Almorah today announces that its Offers have now closed. As set out in the Offer
Document, Almorah now intends to proceed to acquire compulsorily the outstanding
Shares pursuant to provisions of sections 979 to 991 (inclusive) of the
Companies Act 2006.
Mandatory Offer: level of acceptances
As at 1.00 p.m. (London time) on 4 June 2010 (being the second closing date of
the Offer), Almorah had received valid acceptances in respect of 95,172,730
Shares, representing 40.84 per cent. of the issued share capital of Handmade.
As previously announced, since 29 April 2010 Almorah has acquired a further
33,312,580 Shares, representing approximately 14.29 per cent. of the issued
share capital of Handmade.
Accordingly, as at 1.00 p.m. (London time) on 4 June 2010, the aggregate number
of Shares in relation to which Almorah has either (i) acquired or (ii) received
valid acceptances of the Mandatory Offer was 220,944,325 Shares, representing in
aggregate 94.83 per cent. of the issued share capital of Handmade.
CLN Offer: level of acceptances
As at 1.00 p.m. (London time) on 4 June 2010 (being the second closing date of
the Offer), Almorah had received valid acceptances as set out below:
(i) in respect of GBP3,300,000 in aggregate nominal value of the CLN,
representing 32.35 per cent. of the outstanding CLN; these acceptances, which
were made under the irrevocable commitments to accept the CLN Offer described in
the Offer Document, were in respect of Option 2 of the CLN Offer; and
(ii) in respect of GBP250,000 in aggregate nominal value of the CLN,
representing 2.45 per cent. of the outstanding CLN; this acceptance was in
respect of Option 1 of the CLN Offer.
As previously announced, since 29 April 2010 Almorah has acquired at the CLN
Offer Price a further GBP6,400,000 in aggregate nominal value of the CLN,
representing 62.75 per cent. of the outstanding CLN.
Accordingly, as at 1.00 p.m. (London time) on 4 June 2010, the aggregate nominal
value of CLN which Almorah has either acquired or in respect of which it has
received valid acceptances of the CLN Offer was GBP9,950,000 in aggregate
nominal value of CLN , representing in aggregate 97.55 per cent. of the
outstanding CLN.
Settlement of consideration
Settlement of any outstanding consideration due under the Offers will be made as
set out in the Offer Document. The settlement procedure will comply with the
rules of the City Code.
Enquiries:
London Bridge Capital 020 3008 6809
Nick Donaldson
London Bridge Capital Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Almorah
and no one else in connection with the matters described in this announcement
and is not advising any other person and accordingly will not be responsible to
any person other than Almorah for providing the protections afforded to clients
of London Bridge Capital Limited or for providing advice in relation to the
matters described in this announcement.
The contents of this announcement, which has been prepared by and is the sole
responsibility of Almorah, have been approved by London Bridge Capital Limited
solely for the purposes of section 21 of the Financial Services and Markets Act
2000. The Directors of Almorah accept responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Directors of Almorah (who have taken all reasonable care to ensure that such is
the case), the information contained herein is in accordance with the facts and
does not omit anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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