Offer Update

 

TIDMCARL 
 
RNS Number : 6677V 
C1 Acquisitions Limited 
05 November 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 
5 November 2010 
                             Recommended Cash Offer 
                                       by 
                            C1 Acquisitions Limited 
                           (a Landmark Group company) 
                                      for 
                                Carluccio's plc 
 
Offer update: De-listing of Carluccio's Shares 
Further to the announcement made on 8 October 2010, the boards of directors of 
Carluccio's plc and C1 Acquisitions Limited announce that with effect from 7.00 
a.m. today, the admission of Carluccio's Shares to trading on AIM has been 
cancelled. 
Terms defined in the Offer Document have the same meaning as when used in this 
announcement. 
Enquiries: 
+---------------------------------+-------------------------------+ 
| C1 Acquisitions Limited         |                               | 
+---------------------------------+-------------------------------+ 
| Fergus Wylie at Kreab Gavin     | Tel: [phone]      | 
| Anderson (PR adviser to the     |                               | 
| Landmark Group)                 |                               | 
+---------------------------------+-------------------------------+ 
|                                 |                               | 
+---------------------------------+-------------------------------+ 
| Rothschild (financial adviser   |                               | 
| to Landmark and C1)             |                               | 
+---------------------------------+-------------------------------+ 
| Majid Ishaq                     | Tel: [phone]      | 
+---------------------------------+-------------------------------+ 
| Rick Jones                      |                               | 
| Anton Black                     |                               | 
+---------------------------------+-------------------------------+ 
|                                 |                               | 
+---------------------------------+-------------------------------+ 
|                                 |                               | 
+---------------------------------+-------------------------------+ 
| Carluccio's plc                 |                               | 
+---------------------------------+-------------------------------+ 
| Stephen Gee                     | Tel: [phone]      | 
+---------------------------------+-------------------------------+ 
| Simon Kossoff                   |                               | 
| Frank Bandura                   |                               | 
+---------------------------------+-------------------------------+ 
|                                 |                               | 
+---------------------------------+-------------------------------+ 
|                                 |                               | 
+---------------------------------+-------------------------------+ 
| Hawkpoint (financial adviser to |                               | 
| Carluccio's plc)                |                               | 
+---------------------------------+-------------------------------+ 
| Patrick Wilson                  | Tel: [phone]      | 
+---------------------------------+-------------------------------+ 
| Edward Arkus                    |                               | 
+---------------------------------+-------------------------------+ 
|                                 |                               | 
+---------------------------------+-------------------------------+ 
| KBC Peel Hunt (broker to        |                               | 
| Carluccio's plc)                |                               | 
+---------------------------------+-------------------------------+ 
| Dan Webster                     | Tel: [phone]      | 
+---------------------------------+-------------------------------+ 
| Nicholas Marren                 |                               | 
+---------------------------------+-------------------------------+ 
|                                 |                               | 
+---------------------------------+-------------------------------+ 
| Hogarth (PR adviser to          |                               | 
| Carluccio's plc)                |                               | 
+---------------------------------+-------------------------------+ 
| Andrew Jaques                   | Tel: [phone]      | 
+---------------------------------+-------------------------------+ 
| 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 prepared the Offer Documentation which was distributed to 
Carluccio's Shareholders and, for information only, to persons with information 
rights on 10 September 2010. The Offer was made solely by the Offer 
Documentation which contains the full terms and conditions of the Offer, 
including details of how the Offer may be accepted. Please carefully read the 
Offer Documentation in its entirety before making a decision with respect to the 
Offer. 
Rothschild, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting as financial adviser to C1 and the 
Landmark Group and for no one else in connection with the matters referred to in 
this announcement and will not be responsible to anyone other than C1 and the 
Landmark Group for providing the protections afforded to clients of Rothschild 
or for providing advice in relation to the Offer, the content of this 
announcement or any matter referred to herein. Neither Rothschild nor any of its 
subsidiaries, branches or affiliates owes or accepts any duty, liability or 
responsibility whatsoever (whether direct or indirect, whether in contract, in 
tort, under statute or otherwise) to any person who is not a client of 
Rothschild in connection with this announcement, any statement contained herein 
or otherwise. 
The Offer is made solely by C1 and neither Rothschild nor any of its respective 
affiliates are making the Offer. 
Hawkpoint Partners Limited, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting for Carluccio's plc as 
financial adviser in relation to the Offer and is not acting for or advising any 
other person and accordingly will not be responsible to any person other than 
Carluccio's plc for providing the protections afforded to the customers of 
Hawkpoint Partners Limited or for providing advice in relation to the contents 
of this announcement or any offer or arrangements referred to herein or in the 
Offer Documentation. Neither Hawkpoint Partners Limited nor any of its 
affiliates owes or accepts any duty, liability or responsibility whatsoever 
(whether direct or indirect, whether in contract, in tort, under statute or 
otherwise) to any person who is not a customer of Hawkpoint Partners Limited in 
connection with this announcement, any statement contained herein or otherwise. 
KBC Peel Hunt, which is authorised and regulated in the United Kingdom by the 
Financial Services Authority, is acting for Carluccio's plc in relation to the 
Offer and is not acting for or advising any other person and accordingly will 
not be responsible to any person other than Carluccio's plc for providing the 
protections afforded to the customers of KBC Peel Hunt or for providing advice 
in relation to the contents of this announcement or any offer or arrangements 
referred to herein or in the Offer Documentation. Neither KBC Peel Hunt nor any 
of its affiliates owes or accepts any duty, liability or responsibility 
whatsoever (whether direct or indirect, whether in contract, in tort, under 
statute or otherwise) to any person who is not a customer of KBC Peel Hunt in 
connection with this announcement, any statement contained herein or otherwise. 
This announcement has been prepared in accordance with English law, the Code, 
the rules of the London Stock Exchange, the AIM Rules and the Disclosure and 
Transparency Rules and information disclosed may not be the same as that which 
would have been prepared in accordance with the laws of jurisdictions outside 
England. 
Overseas Jurisdictions 
The availability of the Offer or the distribution of this announcement to 
Carluccio's Shareholders who are not resident in the United Kingdom may be 
affected by the laws and regulations of the relevant jurisdiction in which they 
are located or of which they are citizens. Any persons who are subject to the 
laws and regulations of any jurisdiction other than the United Kingdom should 
inform themselves of, and observe, any and all applicable legal or regulatory 
requirements of their jurisdiction. Any failure to comply with the requirements 
of such jurisdictions may constitute a violation of the securities laws of such 
jurisdictions. Further details in relation to overseas shareholders are 
contained in the Offer Documentation. 
The release, publication or distribution of this announcement in jurisdictions 
other than in the United Kingdom may be restricted by law and therefore any 
persons who are subject to the laws of any jurisdiction other than the United 
Kingdom should inform themselves about, and observe, any applicable 
requirements. Any failure to comply with the applicable restrictions may 
constitute a violation of the securities laws of any such jurisdiction. To the 
fullest extent permitted by applicable law, the companies involved in the Offer 
disclaim any responsibility or liability for the violation of such restrictions 
by any person. This announcement has been prepared in accordance with English 
law, the Code, the rules of the London Stock Exchange, the AIM Rules and the 
Disclosure and Transparency Rules and information disclosed may not be the same 
as that which would have been prepared in accordance with the laws of 
jurisdictions outside England. 
The Offer has not been made, directly or indirectly, in, into or from any 
jurisdiction where to do so would violate the laws in that jurisdiction. 
Accordingly, copies of this announcement and formal documentation relating to 
the Offer have not been and must not be, mailed or otherwise forwarded, 
distributed or sent in, into or from any jurisdiction where to do so would 
violate the laws of that jurisdiction. 
Forward-Looking Statements 
This announcement may contain "forward looking statements" concerning the 
Landmark Group and Carluccio's. Generally, the words "will", "may", "should", 
"continue", "believes", "expects", "intends", "anticipates" or similar 
expressions identify forward looking statements. The forward looking statements 
involve risks and uncertainties that could cause actual results to differ 
materially from those suggested by them. Many of these risks and uncertainties 
relate to factors that are beyond the ability of the Landmark Group and 
Carluccio's to control or estimate precisely, such as future market conditions 
and the behaviours of other market participants, and therefore undue reliance 
should not be placed on such statements which speak only as at the date of this 
announcement. 
Neither the Landmark Group nor Carluccio's undertakes any obligation to update 
or revise publicly any of the forward-looking statements set out herein, whether 
as a result of new information, future events or otherwise, except to the extent 
legally required. 
Nothing contained herein shall be deemed to be a forecast, projection or 
estimate of the future financial performance of any member of the Landmark 
Group, Carluccio's or the Enlarged Group following completion of the Offer 
unless otherwise stated. 
Publication on websites 
A copy of this announcement and certain other information published or otherwise 
made available in connection with the Offer is and will be available free of 
charge, subject to certain restrictions relating to persons resident in 
Restricted Jurisdictions, for inspection on Landmark's website at 
www.landmarkinvestmentssarl.com and on the Carluccio's website at 
www.carluccios.com/company/investor-information  during the course of the Offer. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 OUPKKQDNOBDDDDK