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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Carluccio's | LSE:CARL | London | Ordinary Share | GB00B0Q4N517 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 141.25 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
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TIDMCARL
RNS Number : 5956S
C1 Acquisitions Limited
13 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
13 September 2010
Purchase of shares from Revera Asset Management
On 13 September 2010, Landmark Investments S.à.r.l. ("Landmark"), a Landmark
Group company, purchased 1,330,333 Carluccio's Shares for 142 pence per
Carluccio's Share from Revera Asset Management. Accordingly, the letter of
intent provided by Revera Asset Management in connection with the Offer and
summarised in the Rule 2.5 announcement made by C1 Acquisitions Limited ("C1")
on 2 September 2010 no longer applies.
In aggregate, therefore, C1 and Landmark now hold 4,332,333 Carluccio's Shares,
representing approximately 7.3 per cent. of the existing issued ordinary share
capital of Carluccio's and have received irrevocable undertakings or letters of
intent to accept the Offer in respect of 17,310,611 Carluccio's Shares,
representing approximately 29.2 per cent. of the existing issued ordinary share
capital of Carluccio's. Full details of the irrevocable undertakings and letters
of intent are set out below.
Words and phrases used in this announcement have the same meaning as set out in
the Rule 2.5 announcement made by C1 on 2 September 2010, a copy of which is
available on Landmark's website at www.landmarkinvestmentssarl.com.
Enquiries:
+---------------------------------+-------------------------------+
| C1 Acquisitions Limited | |
+---------------------------------+-------------------------------+
| Fergus Wylie at Kreab Gavin | Tel: +44 (0)20 7074 1800 |
| Anderson (PR adviser to the | |
| Landmark Group) | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
| 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 | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
| | |
+---------------------------------+-------------------------------+
This announcement is not intended to and does not constitute or form part of any
offer or invitation to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or the
solicitation of any vote or approval in any jurisdiction pursuant to the Offer
or otherwise. Landmark will prepare the Offer Documentation to be distributed to
Carluccio's Shareholders and, for information only, to persons with information
rights. The Offer will be made solely by the Offer Documentation which will
contain the full terms and conditions of the Offer, including details of how the
Offer may be accepted. Please carefully read the Offer Documentation in its
entirety before making a decision with respect to the Offer.
Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting as financial adviser to C1 and the
Landmark Group and for no one else in connection with the matters referred to in
this announcement and will not be responsible to anyone other than C1 and the
Landmark Group for providing the protections afforded to clients of Rothschild
or for providing advice in relation to this matter, the content of this
announcement or any matter referred to herein. Neither Rothschild nor any of its
subsidiaries, branches or affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild in connection with this announcement, any statement contained herein
or otherwise.
The Offer shall be made solely by C1 and neither Rothschild nor any of its
respective affiliates are making the Offer.
This announcement has been prepared in accordance with English law, the Code,
the AIM Rules and the Disclosure and Transparency Rules and information
disclosed may not be the same as that which would have been prepared in
accordance with the laws of jurisdictions outside England.
Publication on websites
A copy of this announcement is and will be available free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on Landmark's website at www.landmarkinvestmentssarl.com during
the course of the Offer.
DETAILS OF IRREVOCABLE COMMITMENTS AND LETTERS OF INTENT
+-----------------------------------+----------------------------+
| Name of shareholder giving | Total number of |
| irrevocable undertaking to accept | Carluccio's Shares in |
| or procure acceptance of the | respect of which |
| Offer | undertaking given |
+-----------------------------------+----------------------------+
| Carluccio's Directors: | |
+-----------------------------------+----------------------------+
| Stephen Gee and Thomas Gee (as | 665,300 |
| trustees of the Wallace Clifton | |
| Limited (Self Administered) | |
| Pension Plan)) | |
+-----------------------------------+----------------------------+
| Stephen Gee | 1,834,700 |
+-----------------------------------+----------------------------+
| Simon Kossoff and Melina Kossoff | 2,579,990 |
| as trustees of the Melina Helene | |
| Kossoff Settlement 2008 and | |
| Melina Kossoff in her personal | |
| capacity | |
+-----------------------------------+----------------------------+
| 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 | 2,831,192 |
| Ltd | |
+-----------------------------------+----------------------------+
| Highclere International Investors | 3,276,155 |
| Ltd | |
+-----------------------------------+----------------------------+
| | |
+-----------------------------------+----------------------------+
| Total irrevocable undertakings | 14,801,137 (representing |
| given to accept or procure | 25.0 per cent. of |
| acceptance of the Offer | 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 | Total number of |
| irrevocable undertaking to vote | Carluccio's Shares in |
| or procure the vote in favour of | respect of which |
| the Ordinary Resolution | undertaking given |
+-----------------------------------+----------------------------+
| Independent Directors: | |
+-----------------------------------+----------------------------+
| David Bernstein | 50,000 |
+-----------------------------------+----------------------------+
| Scott Svenson | 1,500,000 |
+-----------------------------------+----------------------------+
| Peter Webber | 1,852,800 |
+-----------------------------------+----------------------------+
| | |
+-----------------------------------+----------------------------+
| Independent Shareholders: | |
+-----------------------------------+----------------------------+
| Highclere International Investors | 3,276,155 |
| Ltd | |
+-----------------------------------+----------------------------+
| | |
+-----------------------------------+----------------------------+
| Total irrevocable undertakings | 6,678,955 (representing |
| given to vote in favour of the | 11.3 per cent. of |
| Ordinary Resolution | Carluccio's entire issued |
| | share capital) |
+-----------------------------------+----------------------------+
Note 1:Please see note 3 above in respect of Highclere International Investors
Ltd
+-----------------------------------+----------------------------+
| Name of shareholder giving | Total number of |
| non-binding letter of intent to | Carluccio's Shares in |
| accept or procure acceptance of | respect of which letter of |
| the Offer | intent is given |
+-----------------------------------+----------------------------+
| BlackRock Investment Management | 1,344,474 |
| (UK) Ltd | |
+-----------------------------------+----------------------------+
| Henderson Global Investors Ltd | 1,165,000 |
+-----------------------------------+----------------------------+
| Total letters of intent given to | 2,509,474 (representing |
| accept or procure acceptance of | 4.2 per cent. of |
| the Offer | Carluccio's entire issued |
| | share capital) |
+-----------------------------------+----------------------------+
| | |
+-----------------------------------+----------------------------+
| Name of shareholder giving | Total number of |
| non-binding letter of intent to | Carluccio's Shares in |
| vote in favour of the Ordinary | respect of which letter of |
| Resolution | intent given |
+-----------------------------------+----------------------------+
| Henderson Global Investors Ltd | 1,165,000 |
+-----------------------------------+----------------------------+
| Total letters of intent given to | 1,165,000 (representing |
| vote in favour of the Ordinary | 2.0 per cent. of |
| Resolution | Carluccio's entire issued |
| | share capital) |
+-----------------------------------+----------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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