Offer Lapsed

 

TIDMASTR 
 
RNS Number : 8251L 
Astaire Group Plc 
13 May 2010 
 

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR 
IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD 
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION 
 
13 May 2010 
 
Recommended Offer by Astaire Group PLC ("Astaire") for the entire issued and to 
    be issued ordinary share capital of Hoodless Brennan Holdings plc ("HBH") 
 
                                  Offer Lapsed 
 
On 10 February 2010, Astaire announced a recommended offer for the entire issued 
and to be issued share capital of HBH.  On 22 April 2010, Astaire announced it 
had received valid acceptances in respect of a total of 106,187,488 HBH Shares, 
representing approximately 99.85 per cent. of the issued share capital of HBH 
and that the Offer had become unconditional as to acceptances but remained 
subject to the terms and the conditions set out or referred to in the Offer 
Document posted to HBH Shareholders on 9 March 2010, including the requirement 
to secure FSA's consent to Astaire being a 50 per cent. or more controller of 
HBH as described under Part XIII of the FSMA ("Condition (b)"). 
 
On 13 April 2010, Astaire announced that it had become aware of potentially 
irrecoverable debtor balances of up to GBP1.4 million during the audit, for the 
year ending 31 December 2009, of its retail stock broking subsidiary, Rowan 
Dartington & Co Limited. 
 
The Board of Astaire has unanimously resolved that, despite having used all 
reasonable efforts to ensure the satisfaction of the conditions to the Offer, 
including Condition (b), this unforeseen change in circumstances is of such 
material significance to Astaire in the context of the Offer that there is no 
prospect whatsoever of obtaining controller consent from the FSA and that 
Condition (b) to the Offer is therefore incapable of satisfaction.  Accordingly, 
the only appropriate course of action open to Astaire was to withdraw its 
application to the FSA and, with the consent of the Panel Executive and HBH, the 
Offer has now lapsed. 
 
All acceptances of the Offer received to date are therefore of no effect and any 
accepting HBH Shareholders cease to be bound by their acceptances. 
 
HBH Shareholders' Forms of Acceptance and any share certificate(s) and/or other 
document(s) of title will be returned by post within 14 days of this 
announcement, at the risk of the person entitled thereto, to the person or agent 
whose name and address outside a Restricted Jurisdiction is set out in the 
relevant box on the Form of Acceptance or, if none is set out, to the 
first-named or sole holder of his registered address outside a Restricted 
Jurisdiction. No such documents will be sent to an address in any Restricted 
Jurisdiction. 
 
The expressions used in this announcement, unless the context otherwise 
requires, bear the same meaning as in the Offer Document dated 9 March 2010. 
 
Enquiries: 
 
Astaire Group Plc     Tel: [phone] 
Edward Vandyk 
 
Maitland                     Tel: [phone] 
Neil Bennett / George Hudson 
 
 
Astaire Securities plc and Fairfax I.S. plc, which are authorised and regulated 
in the United Kingdom by the Financial Services Authority, are acting 
exclusively for Astaire Group plc and no-one else in connection with the Offer 
and will not be responsible to anyone other than Astaire Group plc for providing 
the protections afforded to their respective customers, nor for providing advice 
in relation to the Offer or any other matter referred to in this announcement. 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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