Offer Update

 

TIDMASTR 
 
RNS Number : 4731J 
Astaire Group Plc 
31 March 2010 
 

Not for release, publication or distribution in whole or in part into any 
jurisdiction where to do so would constitute a violation of the relevant laws of 
such jurisdiction 
 
31 March 2010 
                        Offer by Astaire Securities Plc 
 
                         on behalf of Astaire Group Plc 
 
                    to acquire Hoodless Brennan Holdings Plc 
 
    Astaire has received acceptances for 80.04% of the issued share capital: 
                                 Offer Extended 
 
 
On 10 February 2010, Astaire Securities Plc on behalf of Astaire Group PLC 
("Astaire") announced an offer to acquire the entire issued, and to be issued, 
share capital of Hoodless Brennan Holdings Plc ("HBH") (the "Offer"). 
 
Astaire is now pleased to announce that as at 1.00 p.m. (London time) on 30 
March 2010 (being the first closing date of the Offer), Astaire had received 
valid acceptances in respect of 85,123,305 HBH Shares representing 80.04 per 
cent. of the current issued share capital of HBH. 
 
Extension of Offer Period 
 
The Board of Astaire announces that the Offer, which remains subject to the 
terms and conditions set out or referred to in the Offer Document, is being 
extended and will remain open for acceptance until the next closing date which 
will be 1.00 p.m. (London time) on 20 April 2010. 
 
Acceptance Procedure 
 
To accept the Offer you should complete, sign and return the Form of Acceptance 
(together with your share certificate(s) and any other documents of title) as 
soon as possible and, in any event, so as to be received by no later than 1.00 
p.m. (London time) on 20 April 2010 by Share Registrars, Suite E, 9 Lion and 
Lamb Yard, Farnham, Surrey GU9 7LL. 
 
Further details of the acceptance procedure can be found in the Offer Document. 
Copies of the Offer Document, the Form of Acceptance are available on Astaire's 
website, www.astairegroup.co.uk/HBH-Offer.html, and from the offices of Astaire 
Securities Plc, 30 Old Broad Street, London EC2N 1HT during normal business 
hours on any business day throughout the period during which the Offer remains 
open for acceptance. 
 
If the Offer becomes or is declared unconditional in all respects and if 
sufficient acceptances are received, Astaire intends to apply the provisions of 
sections 979 to 982 (inclusive) of the 2006 Act to acquire compulsorily any 
remaining HBH Shares. 
 
Interests in Relevant Securities 
 
Save as disclosed above, neither Astaire nor any of the directors of Astaire, 
nor, so far as the directors of Astaire are aware, any person acting in concert 
with Astaire for the purposes of the Offer has any interest in, right to 
subscribe for, or has borrowed or lent any HBH Shares or securities convertible 
or exchangeable into HBH Shares ("HBH Securities"), nor does any such person 
have any short position (whether conditional or absolute and whether in money or 
otherwise), including any short position under a derivative, any agreement to 
sell or any delivery obligation or right to require another person to purchase 
or take delivery in relation to the HBH Securities. 
 
Terms used in this announcement have the same meaning given to them in the Offer 
Document. 
 
A copy of this announcement is available on Astaire's website at 
www.astairegroup.co.uk 
 
 
Enquiries: 
 
Astaire Group Plc     Tel: [phone] 
Edward Vandyk 
 
Maitland                     Tel: [phone] 
Neil Bennett / George Hudson 
 
 
The Astaire Directors accept responsibility for the information contained in 
this Announcement. To the best of the knowledge and belief of the Astaire 
Directors (who have taken all reasonable care to ensure that such is the case), 
the information contained in this announcement for which they accept 
responsibility is in accordance with the facts and does not omit anything likely 
to affect the import of such information. 
 
 
The availability of the Offer to HBH Shareholders not resident in or citizens of 
the United Kingdom may be affected by the laws of the relevant jurisdictions in 
which they are citizens or in which they are resident. Such persons should 
inform themselves about and observe any applicable legal or regulatory 
requirements of any such relevant jurisdiction. 
 
In particular, the Offer is not being made, directly or indirectly, in, into or 
from or by the use of the mails of or any means or instrumentality (including, 
without limitation, by means of facsimile transmission, telex, telephone, 
internet or other forms of electronic communication) of interstate or foreign 
commerce of, or by any facility of a national, state or other securities 
exchange of, any Prohibited Jurisdiction, or in any other jurisdiction if to do 
so would constitute a violation of the relevant laws of such jurisdiction and 
the Offer, when made, will not be capable of acceptance by any such use, means, 
instrumentality or facility from or within any Prohibited Jurisdiction where to 
do so would constitute a breach of any relevant securities laws of that 
Prohibited Jurisdiction. Accordingly, copies of this announcement are not being, 
and must not be, mailed or otherwise distributed or sent in or into or from any 
Prohibited Jurisdiction or any such other jurisdiction. Doing so may render 
invalid any purported acceptance of the Offer. Astaire will retain the right to 
permit the Offer to be accepted and any sale of any securities pursuant to the 
Offer 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. 
 
Any persons who are subject to the laws of any jurisdiction other than the 
United Kingdom should inform themselves about, and observe any applicable legal 
or regulatory requirements. Further information in relation to overseas HBH 
Shareholders are set out in the Offer Document. 
 
This announcement is not intended to be and does not constitute, or form part 
of, an offer or an invitation to purchase or subscribe for any securities. The 
Offer will be made solely by way of the Offer Document, and, where appropriate, 
the related Form of Acceptance which together will contain the full terms and 
conditions of the Offer, including details of how the Offer may be accepted. 
 
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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