Recommended Cash Offer

 

TIDMCARL 
 
RNS Number : 0737U 
Carluccio's PLC 
08 October 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 
8 October 2010 
                             Recommended Cash Offer 
                                       by 
                            C1 Acquisitions Limited 
                           (a Landmark Group company) 
                                      for 
                                Carluccio's plc 
 
On 2 September 2010 C1 Acquisitions Limited ("C1") and the Independent Directors 
of Carluccio's plc ("Carluccio's") announced a recommended cash offer to be made 
by C1 for the entire issued and to be issued share capital of Carluccio's, 
excluding the Landmark Group Shares and Management Rollover Shares (the 
"Offer").  The full terms and conditions of the Offer and the procedure for 
acceptance were set out in the Offer Document dated and posted to Carluccio's 
Shareholders on 10 September 2010 (the "Offer Document"). 
On 4 October 2010 C1 announced that its offer for Carluccio's had become wholly 
unconditional. 
 
Levels of acceptance 
 
C1 is today pleased to announce that it has received valid acceptances in 
relation to the Offer totalling 45,650,319 Carluccio's Shares, representing 
approximately 77.1 per cent. of the issued ordinary share capital of 
Carluccio's. 
 
In addition, C1 holds 4,332,333 Carluccio's Shares, which represent 
approximately 7.3 per cent. of Carluccio's issued ordinary share capital. 
Therefore, C1 has received acceptances in respect of, or is otherwise interested 
in, 49,982,652 Carluccio's Shares, representing approximately 84.4 per cent. of 
the issued share capital of Carluccio's. 
 
 
De-listing of Carluccio's Shares 
 
In accordance with the delisting process outlined in the Offer Document, 
Carluccio's has applied to the London Stock Exchange for the cancellation of 
admission to trading on AIM of Carluccio's Shares.  It is expected that this 
will occur on 5 November 2010. 
 
The cancellation will be effected by way of a dealing notice issued by AIM. 
 
Resignation of certain of Carluccio's Directors 
The Company announces that, pursuant to C1's Offer becoming declared wholly 
unconditional, David Bernstein, Peter Webber and Scott Svenson have resigned 
from the Company's Board of Directors. Carluccio's would like to express its 
gratitude for their contribution to the Company. 
 
Offer remains open for acceptances 
As indicated in C1's announcement dated 5 October 2010, the Offer remains open 
for acceptances. 
Carluccio's Shareholders who have not yet accepted the Offer and who hold 
Carluccio's Shares in certificated form, are urged to complete, sign and return 
the Form of Acceptance as soon as possible to Capita Registrars. Carluccio's 
Shareholders who have not yet accepted the Offer and who hold Carluccio's Shares 
in uncertificated form (that is, in CREST), are urged to accept the Offer 
electronically through CREST in accordance with the instructions set out in the 
Offer Document. If you hold Carluccio's Shares as a CREST sponsored member you 
should refer to your CREST sponsor as only your CREST sponsor will be able to 
send the necessary TTE instruction to Euroclear. Copies of the Offer Document 
and the Form of Acceptance are available for inspection and collection (during 
normal business hours only) from Capita Registrars Limited, Corporate Actions, 
The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. 
 
Terms defined in the Offer Document have the same meaning as when used in this 
announcement. 
 
Enquiries: 
+---------------------------------+-----+--------------------------+ 
|                                 |                                | 
+---------------------------------+--------------------------------+ 
| Carluccio's plc                 |                                | 
+---------------------------------+--------------------------------+ 
| Simon Kossoff                   | Tel: [phone]       | 
+---------------------------------+--------------------------------+ 
| Frank Bandura                   |                                | 
+---------------------------------+--------------------------------+ 
|                                 |                                | 
+---------------------------------+--------------------------------+ 
| Hawkpoint (financial adviser to |                                | 
| Carluccio's plc)                |                                | 
+---------------------------------+--------------------------------+ 
| Patrick Wilson                  | Tel: [phone]       | 
+---------------------------------+--------------------------------+ 
| Edward Arkus                    |                                | 
+---------------------------------+--------------------------------+ 
|                                 |                                | 
+---------------------------------+--------------------------------+ 
| KBC Peel Hunt (nominated        |                                | 
| advisor and broker to           |                                | 
| Carluccio's plc)                |                                | 
+---------------------------------+--------------------------------+ 
| Dan Webster                     | Tel: [phone]       | 
+---------------------------------+--------------------------------+ 
| Nicholas Marren                 |                                | 
+---------------------------------+--------------------------------+ 
|                                 |                                | 
+---------------------------------+--------------------------------+ 
| MHP Communications (PR adviser to     |                          | 
| Carluccio's plc)                      |                          | 
+---------------------------------------+--------------------------+ 
| Andrew Jaques                   | Tel: [phone]       | 
+---------------------------------+--------------------------------+ 
| James White                     |                                | 
+---------------------------------+--------------------------------+ 
|                                 |                                | 
+---------------------------------+--------------------------------+ 
| 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                     |                                | 
+---------------------------------+--------------------------------+ 
|                                 |     |                          | 
+---------------------------------+-----+--------------------------+ 
 
        _______________________________________________________________ 
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. 
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 [phone]. 
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.comand 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 as at 7 
October 2010, 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. 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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