Offer for Handmade plc

 

TIDMHMF 
 
RNS Number : 0921L 
Almorah Services Limited 
29 April 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE 
UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION WHERE TO 
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
FOR IMMEDIATE RELEASE 
29 APRIL 2010 
                              MANDATORY CASH OFFER 
                                       BY 
                            ALMORAH SERVICES LIMITED 
                                      FOR 
                                  HANDMADE PLC 
 
SUMMARY 
·     Almorah is pleased to announce a Mandatory Offer for Handmade, pursuant to 
which Shareholders will be offered 1p in cash for each Share. 
·     Almorah has today acquired 92,459,015 Shares at a price of 1p per Share 
from Cartier representing 39.68 per cent. of the issued share capital of the 
Company and accordingly in pursuing this course of action and upon acquiring the 
relevant Shares, Almorah is required to make a mandatory offer for the remaining 
Shares in the Company pursuant to Rule 9 of the City Code. 
·     Almorah has entered into irrevocable undertakings with each member of the 
Concert Party (other than Cartier) in respect of 33,312,580 Shares representing 
14.29 per cent. of the issued share capital of the Company.  Pursuant to the 
irrevocable undertakings, the relevant Shares will be sold to Almorah at a price 
of 1p per Share.  This price does not represent the highest price paid by 
members of the Concert Party in the previous 12 months.  The Panel has agreed to 
an adjustment to the price per Share offered by Almorah pursuant to Rule 9.5(c) 
of the City Code on the basis that an offer is required in order to enable the 
Company, which is in serious financial difficulty, to be rescued.  IBIS Capital 
(Rule 3 advisers to the Company) has confirmed its agreement to this price 
adjustment in these circumstances. 
·     Almorah is also making an offer for the outstanding CLNs in Handmade 
constituted by the Trust Deed.  The terms of the offer in relation to the CLN 
are such that CLN Holders are entitled either:- 
(a) to sell to Almorah the whole of the principal amount of the CLN held by them 
for consideration of GBP0.55 for each GBP1.00 in nominal value of CLN inclusive 
of accrued interest to date ("Option 1"); or 
(b) to waive their rights under the terms of the Trust Deed that would arise 
when the proposed Mandatory Offer becomes or is declared unconditional in all 
respects (i) to redeem all (but not some only) of their CLN at face value 
together with all accrued interest; and (ii) to convert all (but not some only) 
of their CLN into new Shares at a discounted conversion rate as set out in the 
terms of the Trust Deed and in the event of such waiver of their rights agreeing 
that the terms and conditions of the CLN shall otherwise continue in full force 
and effect ("Option 2"). 
·     Irrevocable commitments TO ACCEPT the Mandatory Offer have been received 
from Shareholders holding 33,312,580 Shares comprising 14.29 per cent. of the 
issued share capital of the Company. 
·     Irrevocable commitments TO ACCEPT Option 2 of the CLN Offer have been 
received from CLN Holders holding GBP3,300,000 in aggregate nominal amount of 
the outstanding CLN comprising 32.35 per cent. of the aggregate nominal amount 
of the outstanding CLN. 
This summary should be read in conjunction with, and is subject to, the full 
text of the following announcement (including Appendices). The Mandatory Offer 
will be subject to the Condition set out in Appendix I to the following 
announcement and the terms and conditions to be set out in the Offer 
documentation, when issued.  Appendix II contains definitions of certain terms 
used in this summary and the following announcement. 
ENQUIRIES:- 
For further information, please contact: 
+---------------------+-----------------------------------------------+ 
| Nick Donaldson /    | Tel:       [phone]                      | 
| Adam Hart, London   | Email:                                        | 
| Bridge Capital      | [e-mail]        | 
| Limited             | [e-mail]             | 
+---------------------+-----------------------------------------------+ 
| Kirsten Morel,      | Tel:       [phone]                       | 
| Almorah Services    | Email:   [e-mail]            | 
| Limtied             |                                               | 
+---------------------+-----------------------------------------------+ 
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 will be made solely by the 
Mandatory Offer and CLN Offer documentation which will contain the full terms 
and conditions of the Offers, including details of how the Offers may be 
accepted.  Please carefully read the Mandatory Offer and CLN Offer documentation 
in its 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 or any offer or arrangements 
referred to in this Announcement or in the Mandatory Offer and CLN Offer 
documentation. 
The Offers shall be 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 any 
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 Mandatory Offer or CLN 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. 
Forward-looking Statements 
This Announcement and the information herein may contain certain forward-looking 
statements with respect to the financial condition, results of operations and 
business of Almorah and Handmade.  Forward-looking statements are not guarantees 
of future performance. By their nature, forward-looking statements involve risk 
and uncertainty, and the factors described in the context of such 
forward-looking statements in this document could cause actual results and 
developments to differ materially from those expressed in or implied by such 
forward-looking statements. 
Many of these risks and uncertainties relate to factors that are beyond 
Almorah's ability to control or estimate precisely. Almorah cannot give any 
assurance that such forward-looking statements will prove to have been correct. 
Should one or more of these risks or uncertainties materialise, or should 
underlying assumptions prove incorrect, actual results may vary materially from 
those described in this document. Almorah does not assume any obligation to 
update or correct the information contained in this document, whether as a 
result of new information, future events or otherwise, except to the extent 
legally required. 
The statements contained in this document are made as at the date of this 
document, unless some other time is specified in relation to them, and service 
of this document shall not give rise to any implication that there has been no 
change in the facts set out in this document since such date. 
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 [phone]. 
Publication of offer documentation 
A copy of the offer documentation will be available free of charge, subject to 
certain restrictions relating to persons resident in Restricted Jurisdictions, 
for inspection on the websites of Handmade at www.handmadeplc.com and London 
Bridge Capital at www.londonbridgecapital.com during the course of the Offers. 
ALL REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE 
UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR IN ANY OTHER JURISDICTION WHERE TO 
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 
FOR IMMEDIATE RELEASE 
29 APRIL 2010 
                              MANDATORY CASH OFFER 
                                       BY 
                            ALMORAH SERVICES LIMITED 
                                      FOR 
                                  HANDMADE PLC 
 
1.          INTRODUCTION 
Almorah is pleased to announce the terms on which it will make the Mandatory 
Offer, pursuant to which it is offering to acquire all of the Shares not already 
owned by it at a price of 1p per Share. 
Almorah has today acquired 92,459,015 Shares at a price of 1p per Share from 
Cartier representing 39.68 per cent. of the issued share capital of the Company 
and accordingly in pursuing this course of action and upon acquiring the 
relevant Shares, Almorah is required to make a mandatory offer for the remaining 
Shares in the Company pursuant to Rule 9 of the City Code. 
Almorah has entered into irrevocable undertakings with each member of the 
Concert Party (other than Cartier) in respect of 33,312,580 Shares representing 
14.29 per cent. of the issued share capital of the Company.  Pursuant to the 
irrevocable undertakings, the relevant Shares will be sold to Almorah at a price 
of 1p per Share.  This price does not represent the highest price paid by 
members of the Concert Party in the previous 12 months.  The Panel has agreed to 
an adjustment to the price per Share offered by Almorah pursuant to Rule 9.5(c) 
of the City Code on the basis that an offer is required in order to enable the 
Company, which is in serious financial difficulty, to be rescued.  IBIS Capital 
(Rule 3 advisers to the Company) has confirmed its agreement to this price 
adjustment in these circumstances. 
Almorah is also making an offer for the outstanding CLNs in Handmade constituted 
by the Trust Deed.  The terms of the offer in relation to the CLN are such that 
CLN Holders are entitled either:- 
(a) to sell to Almorah the whole of the principal amount of the CLN held by them 
for consideration of GBP0.55 for each GBP1.00 in nominal value of CLN inclusive 
of accrued interest to date ("Option 1"); or 
(b) to waive their rights under the terms of the Trust Deed that would arise 
when the proposed Mandatory Offer becomes or is declared unconditional in all 
respects (i) to redeem all (but not some only) of the CLN at face value together 
with all accrued interest; and (ii) to convert all (but not some only) of their 
CLN into new Shares at a discounted conversion rate as set out in the terms of 
the Trust Deed and in the event of such waiver of their rights agreeing that the 
terms and conditions of the CLN shall otherwise continue in full force and 
effect ("Option 2"). 
An Offer Document will be sent to Shareholders and CLN Holders as soon as 
possible containing details of the Mandatory Offer and the CLN Offer. 
2.          BACKGROUND 
The Shares were suspended on 7 January 2010 pending clarification of the 
Company's financial position.  Almorah is a special purpose vehicle established 
by David Francis to seek to acquire the entire issued and to be issued share 
capital of Handmade.  Prior to today's acquisition of Shares from Cartier, 
Almorah held no Shares in the capital of the Company or any CLN. 
David Francis holds 629,400 Shares (representing 0.27 per cent. of the issued 
share capital of the Company) and has provided and/or procured finance for 
Almorah to satisfy the cash consideration payable under the Mandatory Offer and 
the CLN Offer.  Since 9 April 2010, Almorah has provided interim finance to 
Handmade to enable it to continue to trade.  The obligation to make the 
Mandatory Offer is triggered by the purchase of Shares from Cartier. 
David Francis is currently CEO of Horizon Group, which has operations in Cyprus, 
Switzerland and Jersey. Mr Francis is also the co-founder and a current director 
of Horyzont Group, which is a property business in Western Poland. Horizon Group 
companies are regulated in Jersey and Cyprus, and subject to usual supervision 
in Switzerland. Horizon Group acts as trustee and/or investment manager for a 
number of members of the Concert Party, including Cartier. No member of the 
Concert Party is or will be a shareholder of Almorah nor will they have any 
involvement in the proposed ongoing management of the Company, save in respect 
of Satya Production Limited which will continue to hold GBP3,050,000 CLN and 
have outstanding a GBP2,000,000 secured loan to the Company, Tadora Holdings 
Limited which will continue to hold GBP250,000 CLN, and as disclosed below in 
respect of Patrick Meehan. 
It has been confirmed to the Company by Almorahthat neither Cartier nor Patrick 
Meehan, the Company's former Deputy Chairman and Joint Chief Executive, is a 
director or shareholder of Almorah. Cartier is only connected to the Mandatory 
Offer by virtue of it being a member of the Concert Party. Almorah recognises 
the long association that Patrick Meehan has with the assets in Handmade, and is 
considering offering a consultancy role to Patrick Meehan to assist during the 
initial acquisition stage. 
3.          THE MANDATORY OFFER 
Almorah has agreed with the Panel that due to the acceptance condition set out 
below and the relationship between Almorah and the Concert Party the Mandatory 
Offer will become unconditional immediately upon the posting of the Offer 
Document.  However the Mandatory Offer will remain open for acceptance until 21 
days following the posting of the Offer Document in accordance with Rule 31.1 of 
the City Code. 
The Shares are the only class of voting share capital of the Company. Almorah is 
offering to acquire all the Shares that it does not own on the terms, and 
subject to the condition, set out in Appendix I as follows: 
for each Share                                                     1 pence in 
cash 
The Mandatory Offer values the total issued share capital of Handmade at 
GBP2,329,868.45. 
The Mandatory Offer is conditional only upon Almorah having received acceptances 
in respect of Shares which, together with Shares acquired or agreed to be 
acquired before or during the Mandatory Offer period, will result in Almorah and 
any person acting in concert with it holding shares carrying more than 50 per 
cent. of the voting rights of the Company.  Almorah has received irrevocable 
undertakings in respect of 33,312,580 Shares, equivalent to 14.29 per cent. of 
the Company's issued share capital, which, when added to those Shares acquired 
today from Cartier, will result in the Mandatory Offer becoming unconditional 
immediately upon the posting of the Offer Document. 
The Mandatory Offer extends, subject to the condition set out in Appendix I, to 
all holders of Shares which are unconditionally allotted or issued on the date 
of the posting of the Offer Document and to holders of any further Shares 
unconditionally allotted or issued while the Mandatory Offer remains open for 
acceptance. 
Shares which are the subject of an acceptance of the Mandatory Offer will be 
acquired fully paid, free from all liens, charges, equitable interests, 
encumbrances, rights of pre-emption and any other third party rights or 
interests of any nature whatsoever and together with all rights attaching to 
them from 29 April 2010, including, without limitation, voting rights and the 
right to receive and retain in full all dividends and other distributions, if 
any, announced, declared, made or payable from such time. 
Irrevocable commitments to accept the Mandatory Offer have been received from 
the Concert Party (other than Cartier) amounting to, in aggregate, 33,312,580 
Shares, representing  14.29 per cent. of the Company's issued share capital. 
4.          CLN OFFER 
Almorah is also making an offer for the outstanding CLN in Handmade constituted 
by the Trust Deed.  The terms of the offer in relation to the CLN are such that 
CLN Holders are entitled either:- 
(a) to sell to Almorah the whole of the principal amount of the CLN held by them 
for consideration of GBP0.55 for each GBP1.00 in nominal value of CLN inclusive 
of accrued interest to date ("Option 1"); or 
(b) to waive their rights under the terms of the Trust Deed that would arise 
when the proposed Mandatory Offer becomes or is declared unconditional in all 
respects to (i) redeem all (but not some only) of their CLN at face value 
together with all accrued interest; and (ii) convert all (but not some only) of 
their CLN into new Shares at a discounted conversion rate as set out in the 
terms of the Trust Deed and in the event of such waiver of their rights agreeing 
that the terms and conditions of the CLN shall otherwise continue in full force 
and effect ("Option 2"). 
CLN Holders who accept Option 1 of the CLN Offer will sell their CLN free from 
all liens, charges, equitable interests, encumbrances and any other third party 
rights or interests of any nature whatsoever and together with all rights 
attaching to them from 29 April 2010. 
Irrevocable commitments to accept Option 2 of the CLN Offer to waive their 
rights to conversion or immediate redemption have been received from CLN Holders 
amounting to GBP3,300,000 in aggregate nominal value of the CLN representing 
32.35 per cent. of the outstanding CLN. 
There is no minimum acceptance level and no acceptance condition in respect of 
the CLN Offer.  The CLN Offer will close at 5p.m. 21 days after the Offer 
Document is published which it is anticipated will be 21 May 2010 and may not be 
extended. 
The CLN Offer extends to all CLN Holders in respect of CLN outstanding on the 
date of this announcement. 
CLN which are to be acquired by Almorah pursuant to Option 1 of the CLN Offer 
will be acquired free from all liens, charges, equitable interests, encumbrances 
and any other third party rights or interests of any nature whatsoever and 
together with all rights attaching to them from 29 April 2010. 
Almorah recommends that CLN Holders should take into account the matters set out 
below when considering whether or not to accept the CLN Offer: 
·     CLN Holders who do not wish to accept either Option 1 or Option 2 of the 
CLN Offer will, following completion of the CLN Offer, continue to hold their 
existing percentage of the total outstanding CLN and accordingly continue to 
have the right (i) to redeem all (but not some only) of the CLN at face value 
together with all accrued interest; or (ii) to convert all (but not some only) 
of their CLN into new Shares at a discounted conversion rate as set out in the 
terms of the Trust Deed.  If a CLN Holder opts to redeem his CLN and the Company 
fails to pay the sums due this would constitute an event of default under the 
Trust Deed.  However, enforcing the security in relation to any such default 
would be at the discretion of the Trustee or at the direction of 75 per cent. of 
the CLN Holders. 
·     Almorah currently has irrevocable commitments from CLN Holders holding 
32.35 per cent. who have waived their rights pursuant to Option 2 of the CLN 
Offer. 
·     CLN Holders can, by passing an Extraordinary Resolution (requiring a 75 
per cent. vote in favour by CLN Holders): (i) sanction any compromise or 
arrangement proposed to be made between Handmade and the CLN Holders, (ii) give 
any authority or sanction to give effect to any of the provisions of the Trust 
Deed (such as enforcement of Security) and (iii) sanction any scheme or proposal 
for the exchange or sale of the CLN or the cancellation of the CLN. 
5.          EMPLOYEES 
Almorah has given assurances that the existing employment rights of the 
employees of Handmade will be fully safeguarded. 
6.          FUTURE INTENTIONS REGARDING HANDMADE , ITS QUOTATION ON AIM AND 
COMPULSORY ACQUISITION OF SHARES 
Almorah intends to continue to support the Company's operations through its 
various subsidiary companies and to seek to remedy its financial position. 
Whilst no firm decision has yet been taken by Almorah regarding the continuing 
quotation of the Shares on AIM, Shareholders should note that should acceptances 
in respect of the Mandatory Offer be received such that Almorah's aggregate 
shareholding exceeds 75 per cent. of the issued share capital of Handmade, 
Almorah will have sufficient voting rights to force the cancellation of 
Handmade's quotation on AIM.  Should such a decision be taken, Shareholders not 
accepting the Mandatory Offer will hold shares in an unquoted company and their 
ability to trade such Shares is likely to be significantly reduced. 
If Almorah receives acceptances under the Mandatory Offer in respect of, or 
otherwise acquires, 90 per cent. or more in value of the Shares to which the 
Mandatory Offer relates and 90 per cent. or more of the voting rights carried by 
the Shares to which the Mandatory Offer relates, and assuming the condition has 
been satisfied or waived (if it is capable of being waived), Almorah intends to 
exercise its rights pursuant to the provisions of sections 979 to 991 
(inclusive) of the Companies Act 2006 to acquire compulsorily any remaining 
Shares in respect of which the Mandatory Offer has not been accepted on the same 
terms as the Mandatory Offer. 
7.          FINANCING OF THE MANDATORY OFFER AND THE CLN OFFER 
The purchase of the Shares from Cartier and full acceptance of the Mandatory 
Offer would require the payment of a maximum amount of GBP2,329,868.45 in cash. 
Full acceptance of Option 1 under the CLN Offer (and taking account of the 
irrevocable commitments from CLN Holders accepting Option 2 of the CLN Offer) 
would require the payment of a maximum amount of GBP3,795,000 in cash. 
Settlement of the consideration will be implemented in full, in accordance with 
the terms of the Offers and without regard to any lien, right of set-off or 
counterclaim against any Shareholder or CLN Holder. 
London Bridge Capital, Almorah's financial adviser, has confirmed that it is 
satisfied that the necessary financial resources are available to Almorah to 
enable it to fund the purchase, at the Mandatory Offer Price, of the Shares to 
which the Mandatory Offer relates.  London Bridge Capital has further confirmed 
that it is satisfied that the necessary financial resources are available to 
Almorah to enable it to fund the purchase of CLN under Option 1 of the CLN Offer 
at the CLN Offer Price (after taking account of the irrevocable commitments from 
CLN Holders accepting Option 2 of the CLN Offer). 
8.          OVERSEAS SHAREHOLDERS 
The distribution of this Announcement and 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. 
Persons who are not resident in the United Kingdom should consult an appropriate 
independent professional adviser in their relevant jurisdiction without delay. 
9.          DISCLOSURE OF INTERESTS IN HANDMADE 
Save as disclosed in this Announcement, as at the date of this Announcement, 
neither Almorah, nor any of its respective directors, nor, so far as Almorah is 
aware, any person acting in concert (within the meaning of the City Code) with 
Almorah is interested in or has any rights to subscribe for any Shares or has 
borrowed or lent any Shares nor does any such person have any short position 
whether conditional or absolute and whether in the money or otherwise (including 
a short position under a derivative) or any arrangement in relation to Shares. 
For these purposes "interest" includes any long economic exposure, whether 
conditional or absolute, to changes in the price of securities and a person is 
treated as having an "interest" by virtue of the ownership or control of 
securities or by virtue of any option in respect of, or derivative referenced 
to, securities and "arrangement" includes any agreement to sell or any delivery 
obligation or right to require another person to purchase or take delivery of 
Shares and also includes any indemnity or option arrangement, agreement or 
understanding, formal or informal, of whatever nature relating to Shares which 
may be an inducement to deal or refrain from dealing in such securities. 
10.        FURTHER DETAILS OF THE OFFERS 
The Mandatory Offer will be subject to the Condition set out in Appendix I to 
this Announcement and the terms and conditions to be set out in the Mandatory 
Offer and CLN Offer documentation when issued. 
Appendix II to this Announcement contains definitions of certain terms used in 
this Announcement. 
The Mandatory Offer and CLN Offer documentation will be posted to Shareholders 
and CLN Holders as soon as practicable after the publication and, in any event, 
within 28 days of the date of this Announcement (unless agreed otherwise with 
the Panel). 
The Offers and acceptances thereof will be governed by English law and will be 
subject to the jurisdiction of the English courts.  The Offers will be subject 
to the applicable requirements of the City Code, the Panel and the AIM Rules. 
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 the websites of Handmade at www.handmadeplc.com and London 
Bridge Capital at www.londonbridgecapital.com during the course of the Offers. 
ENQUIRIES:- 
For further information, please contact:- 
+---------------------+-----------------------------------------------+ 
| Nick Donaldson /    | Tel:       [phone]                      | 
| Adam Hart           | Email:                                        | 
| London Bridge       | [e-mail]/       | 
| Capital Limited     | [e-mail]             | 
+---------------------+-----------------------------------------------+ 
| Kirsten Morel,      | Tel:       [phone]                       | 
| Almorah Services    | Email:   [e-mail]            | 
| Limited             |                                               | 
+---------------------+-----------------------------------------------+ 
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 will be made solely by the 
Mandatory Offer and CLN Offer documentation which will contain the full terms 
and conditions of the Offers, including details of how the Offers may be 
accepted.  Please carefully read the Mandatory Offer and CLN Offer documentation 
in its 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 or any offer or arrangements 
referred to in this Announcement or in the Mandatory Offer and CLN Offer 
documentation. 
The Offers shall be 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 disclaims 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 any 
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 Mandatory Offer or CLN 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. 
Forward-looking Statements 
This Announcement and the information herein may contain certain forward-looking 
statements with respect to the financial condition, results of operations and 
business of Almorah and Handmade.  Forward-looking statements are not guarantees 
of future performance. By their nature, forward-looking statements involve risk 
and uncertainty, and the factors described in the context of such 
forward-looking statements in this document could cause actual results and 
developments to differ materially from those expressed in or implied by such 
forward-looking statements. 
Many of these risks and uncertainties relate to factors that are beyond 
Almorah's ability to control or estimate precisely. Almorah cannot give any 
assurance that such forward-looking statements will prove to have been correct. 
Should one or more of these risks or uncertainties materialise, or should 
underlying assumptions prove incorrect, actual results may vary materially from 
those described in this document. Almorah does not assume any obligation to 
update or correct the information contained in this document, whether as a 
result of new information, future events or otherwise, except to the extent 
legally required. 
The statements contained in this document are made as at the date of this 
document, unless some other time is specified in relation to them, and service 
of this document shall not give rise to any implication that there has been no 
change in the facts set out in this document since such date. 
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 [phone]. 
Publication of offer documentation 
A copy of the offer documentation will be available free of charge, subject to 
certain restrictions relating to persons resident in Restricted Jurisdictions, 
for inspection on the websites of Handmade at www.handmadeplc.com and London 
Bridge Capital at www.londonbridgecapital.com during the course of the Offers. 
ALL REFERENCES TO TIME IN THIS ANNOUNCEMENT ARE TO LONDON TIME 
 
 
 
 
APPENDIX I 
CONDITION OF THE MANDATORY OFFER 
The Mandatory Offer will be subject to the following condition: 
The Mandatory Offer is subject to valid acceptances being received in respect of 
Shares carrying more than 50 per cent. of the voting rights of the Company by 
not later than 5p.m. (London time) on the closing date of the Mandatory Offer 
(or such later time(s) and/or date(s) as Almorah may, subject to the rules of 
the City Code, decide) in respect of the number of Shares to which the Mandatory 
Offer relates. 
The Mandatory Offer will cease to be capable of further acceptance 21 days after 
the Offer Document is published which is anticipated to be 21 May 2010 when it 
will expire and persons accepting the Mandatory Offer and Almorah will cease to 
be bound by any Form of Acceptance submitted thereafter. 
APPENDIX II 
DEFINITIONS 
The following definitions apply throughout this announcement unless the context 
otherwise requires: 
 
+---------------------+----------------------------------------------+ 
| "AIM"               | AIM, a market operated by the London Stock   | 
|                     | Exchange plc                                 | 
+---------------------+----------------------------------------------+ 
| "Almorah"           | Almorah Services Limited                     | 
+---------------------+----------------------------------------------+ 
| "Capita Registrars" | the Company's registrars, a trading division | 
|                     | of Capita IRG plc                            | 
+---------------------+----------------------------------------------+ 
| "Cartier"           | Cartier Investments Inc., a company 100 per  | 
|                     | cent. owned by the Meehan Family Settlement  | 
|                     | of which Patrick Meehan and certain members  | 
|                     | of his family are potential beneficiaries    | 
+---------------------+----------------------------------------------+ 
| "City Code"         | the City Code on Takeovers and Mergers       | 
+---------------------+----------------------------------------------+ 
| "CLN"               | the convertible loan notes constituted by    | 
|                     | the Trust Deed and where used "CLNs" shall   | 
|                     | refer to any number of them as applicable    | 
+---------------------+----------------------------------------------+ 
| "CLN Holders"       | the holders of the CLN                       | 
+---------------------+----------------------------------------------+ 
| "CLN Offer"         | the offer to be made to the CLN Holders      | 
|                     | further details of which are set out in this | 
|                     | document                                     | 
+---------------------+----------------------------------------------+ 
| "CLN Offer Price"   | means the offer price of GBP0.55 for each    | 
|                     | GBP1.00 in nominal value of CLN made to CLN  | 
|                     | Holders pursuant to Option 1 of the CLN      | 
|                     | Offer                                        | 
+---------------------+----------------------------------------------+ 
| "Concert Party"     | Horizon Trustees (Jersey) Limited which      | 
|                     | holds 45,455 Shares; Twelve Penfila Limited  | 
|                     | which holds 16,400 Shares; Cartier           | 
|                     | Investments Inc which holds 92,459,015       | 
|                     | Shares; Black Number 13 Limited which holds  | 
|                     | 75,000 Shares; Nautical Enterprises Limited  | 
|                     | who hold 500,000 Shares; Luben Limited which | 
|                     | holds 8,386,363 Shares; S Roberts Execution  | 
|                     | Only Account which holds 20,000 Shares;      | 
|                     | Peter J Weaver No 1 Account which holds      | 
|                     | 34,000 Shares; Mountbatten Investments       | 
|                     | Limited which holds 3,696,150 Shares; G van  | 
|                     | Geest Execution Only Account which holds     | 
|                     | 98,500 Shares; MI Property Holdings Limited  | 
|                     | which holds 1,200,000 Shares; Satya Property | 
|                     | Holdings Limited which holds 7,449,810       | 
|                     | Shares; Dagger Investments Limited which     | 
|                     | holds 6,250,000 Shares; Tradewind Investment | 
|                     | Services Limited which holds 4,430,842       | 
|                     | Shares; Biggles Limited which holds 500,000  | 
|                     | Shares; GJF Investments Limited which holds  | 
|                     | 287,000 Shares, Campbell Investment Group    | 
|                     | which holds 201,000 Shares; ABJ Construction | 
|                     | Limited which holds 94,510 Shares; and       | 
|                     | Blueberry Declaration of Trust which holds   | 
|                     | 27,550 Shares.                               | 
+---------------------+----------------------------------------------+ 
| "Handmade" or "the  | Handmade PLC                                 | 
| Company"            |                                              | 
+---------------------+----------------------------------------------+ 
| "IBIS"              | IBIS Capital Limited                         | 
+---------------------+----------------------------------------------+ 
| "London Bridge      | London Bridge Capital Limited                | 
| Capital"            |                                              | 
+---------------------+----------------------------------------------+ 
| "Mandatory Offer"   | the mandatory offer by Almorah to acquire    | 
|                     | all of the Shares not already owned by it    | 
+---------------------+----------------------------------------------+ 
| "Mandatory Offer    | 1p per Share in respect of the Mandatory     | 
| Price"              | Offer                                        | 
+---------------------+----------------------------------------------+ 
| "Offer Document"    | the document containing full details of the  | 
|                     | Offers and the conditions and means of       | 
|                     | acceptance                                   | 
+---------------------+----------------------------------------------+ 
| "Offers"            | means the Mandatory Offer and the CLN Offer  | 
|                     | or either of them as the case may be         | 
+---------------------+----------------------------------------------+ 
| "Panel" or          | the Panel on Takeovers and Mergers           | 
| "Takeover Panel"    |                                              | 
+---------------------+----------------------------------------------+ 
| "Restricted         | subject always to the requirements of Rule   | 
| Jurisdictions"      | 30.3 of the City Code in relation to the     | 
|                     | distribution of offer documentation to       | 
|                     | jurisdictions outside the UK, any            | 
|                     | jurisdiction where extension or acceptance   | 
|                     | of the Offers might violate the law of that  | 
|                     | jurisdiction, which for the avoidance of     | 
|                     | doubt includes, but is not limited to the    | 
|                     | United States, Canada, Australia and Japan   | 
+---------------------+----------------------------------------------+ 
| "Shares"            | ordinary shares of 5 pence in Handmade       | 
+---------------------+----------------------------------------------+ 
| "Shareholders"      | holders of Shares                            | 
+---------------------+----------------------------------------------+ 
| "Trust Deed"        | the trust deed entered into between (1)      | 
|                     | Handmade and (2) BNY Corporate Trustee       | 
|                     | Services Limited on 18 November 2009         | 
|                     | relating to GBP10,200,000 nominal fixed rate | 
|                     | 12 per cent. convertible redeemable secured  | 
|                     | loan stock 2012                              | 
+---------------------+----------------------------------------------+ 
| "UK"                | the United Kingdom of Great Britain and      | 
|                     | Northern Ireland                             | 
+---------------------+----------------------------------------------+ 
 
 
Other 
In accordance with Rule 2.10 of the City Code, Handmade has 232,986,845 Shares 
in issue. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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