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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Handmade | LSE:HMF | London | Ordinary Share | GB0006508476 | 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% | 9.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMHMF RNS Number : 4029L Almorah Services Limited 05 May 2010 +----------------------------------------+----------------------------------------+ | | +---------------------------------------------------------------------------------+ | | | +++ | | +---------------------------------------------------------------------------------+ | | +----------------------------------------+----------------------------------------+ Almorah Services Limited 5 May 2010 ? For immediate release NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 5 May 2010 MANDATORY CASH OFFER by Almorah Services Limited ('Almorah') for the entire issued and to be issued share capital of Handmade plc ('Handmade') and Convertible Loan Note Offer Posting of Offer Document, Level of Acceptances and Offer Unconditional On 29 April 2010, Almorah announced the terms of a mandatory cash offer to be made by it for the entire issued and to be issued share capital of Handmade not already owned by it and the CLN Offer (the "Offers"). Almorah announces that the offer document containing the full terms and conditions of the Offers (the "Offer Document") was posted to Handmade Shareholders and CLN Holders, together with the related Forms of Acceptance, on 30 April 2010. As announced, Almorah received irrevocable undertakings from Handmade Shareholders in respect of 33,312,580 Shares, representing 14.29 per cent. of the entire issued share capital of the Company. Almorah has now completed the acquisition of 33,025,580 of those Shares at the Mandatory Offer Price and as a result is now the beneficial owner of a total of 125,484,595 Shares, representing 53.86 per cent. of the entire existing issued share capital of the Company. As set out in the Offer Document, the acceptance condition to the Mandatory Offer has been satisfied and it is therefore unconditional in all respects. The Offers will remain open for acceptance until the First Closing Date, being 1.00p.m. on 21 May 2010. Save as disclosed above, there have been no changes to the information contained in the Offer Document relating to the interests of Almorah and the Concert Party in the share capital of Handmade. Copies of the Offer Document and the Forms of Acceptance are available from Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) and at www.handmadeplc.com and www.londonbridgecapital.com while the Offer remains open for acceptance. Terms defined in the Offer Document have the same meaning in this announcement. This announcement does not constitute or form part of any offer or invitation to sell or purchase any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offers or otherwise. The Offers are being made solely pursuant to the terms of the Offer Document and Shareholders and CLN Holders are urged to read the Offer Document and relevant Form of Acceptance in their entirety before making a decision with respect to the Offers. London Bridge Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority for investment business activities, is acting for Almorah and for no one else in connection with the Offers and will not be responsible to anyone other than Almorah for providing the protections afforded to clients of London Bridge Capital nor providing advice in connection with the Offers, the contents of this announcement and the Offer Document. The Offers are being made solely by Almorah and neither London Bridge Capital nor any of its affiliates are making the Offers. The distribution of this document in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Almorah and London Bridge Capital disclaim any responsibility or liability for the violation of such restrictions by any person. Unless otherwise determined by Almorah in its sole discretion, the Offers are not being, and will not be, made, directly or indirectly, in or into any Restricted Jurisdiction and will not be capable of acceptance from within any such Restricted Jurisdiction. Accordingly, unless otherwise determined by Almorah in its sole discretion, copies of this announcement and the offer documentation relating to the Offers are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Jurisdiction, as doing so may invalidate any purported acceptance of the Offers. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or the offer documentation and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. This announcement has been prepared for the purposes of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England. Disclosure requirements of the City Code Under Rule 8.3(a) of the City Code, any person who is interested in 1 per cent. 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 City Code, any person who is, or becomes, interested in 1 per cent. 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. Enquiries: Nick Donaldson London Bridge Capital Tel: 020 3008 6809 (Financial Adviser to Almorah) This information is provided by RNS The company news service from the London Stock Exchange END FURLLFSSETIEIII
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