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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 : 3895M Almorah Services Limited 24 May 2010 +----------------------------------------+----------------------------------------+ | | +---------------------------------------------------------------------------------+ | | | +++ | | +---------------------------------------------------------------------------------+ | | +----------------------------------------+----------------------------------------+ Almorah Services Limited 21 May 2010 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 21 MAY 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 Offer update Words not defined in this announcement have the same meaning as in the offer document dated 30 April 2010 (the "Offer Document"). 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. Mandatory Offer: level of acceptances As at 1.00 p.m. (London time) on 21 May 2010 (being the first closing date of the Offer), Almorah had received valid acceptances in respect of 93,956,677 Shares, representing 40.32 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 21 May 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 219,728,272 Shares, representing in aggregate 94.30 per cent. of the issued share capital of Handmade. Mandatory Offer wholly unconditional and recommended 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, which they intend to do in respect of their own Shares. Delisting and re-registration as a private limited company As Almorah either owns or is in receipt of valid acceptances in respect of over 75 per cent. of the existing issued share capital of Handmade, Handmade will apply for a waiver in respect of Rule 41 of the AIM Rules to remove the requirement to hold a general meeting in respect of the cancellation of the quotation of the Shares on AIM. Notice is hereby given pursuant to Rule 41 of the AIM Rules that, in connection with the Mandatory Offer, Handmade now intends to apply to the London Stock Exchange for the cancellation of the admission to trading of the Shares on AIM. Holders of Shares who have not participated in the Mandatory Offer should note that it is anticipated that the cancellation of the admission to trading on AIM of the Shares may take effect as early as 22 June 2010, being not less than 20 business days after the date of this notice. It is proposed that the Company will be re-registered as a private limited company shortly after the cancellation of admission to trading on AIM of the Shares. Compulsory acquisition of Shares As stated in the Offer Document, once Almorah has received valid acceptances of the Mandatory Offer in respect of or otherwise acquired 90 per cent. or more in value of the Shares to which the Offer relates, Almorah intends to proceed to acquire compulsorily the outstanding Shares pursuant to provisions of sections 979 to 991 (inclusive) of the Companies Act 2006. CLN Offer: level of acceptances As at 1.00 p.m. (London time) on 21 May 2010 (being the first closing date of the Offer), Almorah had received valid acceptances 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. 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 21 May 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 GBP9,700,000 in aggregate nominal value of CLN , representing in aggregate 95.10 per cent. of the outstanding CLN. Extension of Offers Almorah further announces that the Offers, which remain subject to the terms and conditions set out or referred to in the Offer Document, will remain open for acceptance until 1.00 p.m. (London time) on 4 June 2010. A further announcement regarding acceptance levels as at that date will be made on on or by 7 June 2010. Settlement of consideration Settlement in relation to the Mandatory Offer The settlement procedure will comply with the rules of the City Code. Settlement of the consideration to which any Shareholder (or the first named shareholder in the case of joint holders) is entitled under the Mandatory Offer will be effected by the dispatch of cheques or the crediting of CREST accounts: (i) in the case of acceptances received, complete in all respects, by 21 May 2010, within 14 days of such date; and (ii) in the case of acceptances received, complete in all respects, after such date but while the Mandatory Offer remains open for acceptance, within 14 days of such receipt, and in either case in the manner described below. (a) Shares in certificated form (i.e. not in CREST) Where an acceptance relates to Shares in certificated form, settlement of any cash consideration to which the accepting Shareholder is entitled under the Mandatory Offer will be dispatched by first class post (or by such other method as may be approved by the Panel) to the validly accepting Shareholder or its appointed agents (but not into any Restricted Jurisdiction). All such cash payments will be made in pounds sterling by cheque drawn on a branch of a UK clearing bank. (b) Shares in uncertificated form (i.e. in CREST) Where an acceptance relates to Shares in uncertificated form, settlement of the cash consideration to which the accepting Handmade Shareholder is entitled will be paid by means of a CREST payment in favour of the accepting Handmade Shareholder's payment bank in respect of the cash consideration due, in accordance with CREST payment arrangements. Almorah reserves the right to settle all or any part of the consideration referred to in this paragraph, for all or any accepting Handmade Shareholder(s), in the manner referred to in paragraph (a) above, if, for any reason, it wishes to do so. (c) General All remittances, communications, notices, certificates and documents of title sent by, to or from Shareholders or their appointed agents will be delivered by, sent to or from, them, or their appointed agents, at their own risk. Settlement in relation to the CLN Offer (Option 1) Settlement of the consideration to any CLN Holder accepting Option 1 of the CLN Offer will be effected on a delivery versus payment basis upon settlement of the relevant trade in Euroclear. Acceptance procedure Shareholders who have not yet accepted the Mandatory Offer and who hold Shares in certificated form are urged to complete, sign (and have witnessed,in the case of an individual) and return the Form of Acceptance (together with valid share certificates and any other documents of title) as soon as possible and, in any event, so as to be received by Capita Registrars by no later than 1.00 p.m. (London time) on 4 June 2010. If you hold Shares in uncertificated form (that is, in CREST), you are urged to accept the Mandatory Offer by TTE instruction as soon as possible and, in any event, so as to be settled by no later than 1.00 p.m. on 4 June 2010. If you hold 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 CREST. If you are a CLN Holder, to accept the CLN Offer you should complete, sign (and have witnessed, in the case of an individual) and return the relevant Form of Acceptance (having elected for either Option 1 or Option 2) to Capita Registrars as soon as possible and, in any event, so as to be received by no later than 4 June 2010. 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. This announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities. Any acceptance or other response to the Offers should be made only on the basis of information referred to in the Offer Document. The availability of the Offers to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to Overseas Shareholders are contained in the Offer Document. Unless otherwise determined by Almorah, the Offers are not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any means of instrumentality (including, without limitation, telephonically or electronically) or interstate or foreign commerce of, or through any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction, and the Offer should not be accepted by any such use, means, instrumentality or facilities or from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from the United States, Canada, Australia or Japan and all persons receiving this announcement (including nominees, trustees and custodians) must not mail or otherwise forward, distribute or send it in, into or from the United States, Canada, Australia or Japan. Doing so may render invalid any purported acceptance of the Offer. Notwithstanding the foregoing, Almorah will retain the right to permit the Offers to be accepted and any sale of securities pursuant to the Offers to be completed if, in its sole discretion, it is satisfied that the transaction in question can be undertaken in compliance with applicable law and regulation. 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 (as defined in the City Code) 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 p.m. on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. 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 (as defined in the City Code). 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 p.m. 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. This information is provided by RNS The company news service from the London Stock Exchange END OUPUOVKRRRAVUAR
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