Cancellation of admission to AIM

 

TIDMJDR 
 
RNS Number : 6656Y 
Jourdan PLC 
08 September 2009 
 
8 September 2009 
Jourdan plc 
 
 
Proposed cancellation of Ordinary Shares from trading on AIM 
 
 
 Purchase of 1 in every 5 Ordinary Shares 
 at 250 pence per 
share 
 pursuant to a Tender Offer 
 
 
 Waiver from provisions of Rule 9 of the Takeover Code 
 
 
 
 
Following the separate announcement of its results for the year ended 30 June 
2009, the Company today announces proposals for a Delisting of the Company's 
shares from trading on AIM and an associated partial tender offer to enable the 
Company to buy in and cancel up to 680,002 Ordinary Shares at a price of 250 
pence per share. In conjunction with this, an application is being made to the 
Panel for a waiver from any requirement under Rule 9 of the City Code for the 
Company's Chairman, David Abell (and persons deemed to be acting in concert with 
him) to make a general offer to all Shareholders by virtue of the increase in 
their respective shareholdings resulting from the Tender Offer.  The Proposals, 
(including the Panel Waiver), are subject to approval of the Panel and also 
 subject to shareholder approval at a General Meeting of the Company to be 
convened for 22 October 2009, the date on which the Company's forthcoming Annual 
General Meeting will be held. 
 
 
Further details of the Proposals are set out below. A Circular with full details 
of the Proposals together with a notice convening a General Meeting to consider 
the requisite Resolutions to give effect to the Proposals will be sent to 
Shareholders shortly, along with the Company's Annual Report & Accounts for the 
year ended 30 June 2009. 
 
 
Contact: 
 
 
Jourdan plc 
David Abell, Chairman 
                                Tel: [phone] 
 
 
Charles Stanley Securities  Tel: [phone] 
Nominated Adviser & Broker 
Russell Cook / Carl Holmes 
 
 
 
 
 
 
1.    Introduction 
 
 
Jourdan has been quoted on the London Stock Exchange since the 1970's and its 
ordinary shares were admitted to trading on AIM in October 2002. The Board has 
become increasingly concerned that trading in the Company's shares has become 
progressively more spasmodic. Despite the announcement on 20 February 2009 that 
the results for the first six months of the current year had generated profits 
some 23 per cent. higher than for the same period in 2008, and a return to 
paying an interim dividend, trading activity in the Company's shares has 
continued to decline. The reasons for this malaise in the trading in Jourdan's 
shares, and many other similar quoted companies, has been widely discussed in 
the press and elsewhere. 
 
 
As a result, the Board now announces its intention to seek the authority of 
Shareholders to obtain a cancellation of the Company's Ordinary Shares from 
trading on AIM. 
 
 
At the same time, the Company announces that it intends to offer Qualifying 
Shareholders the ability to sell at least a proportion of their holding through 
a Tender Offer on the basis of: 
 
 
1 Ordinary Share for every 5 Ordinary Shares at 250p per share. 
 
 
The Ordinary Shares acquired by the Company will be bought in for cancellation. 
The Tender Offer will afford Qualifying Shareholders an opportunity to realise 
some of their Ordinary Shares prior to the Delisting becoming effective and 
Qualifying Shareholders may be able to realise a larger proportion of their 
shareholdings depending on the extent to which other Qualifying Shareholder 
participate in the Tender Offer. 
 
 
The maximum number of shares to be acquired under the Tender Offer is 680,002, 
which would result in a payment of up to GBP1,700,005 
by the Company to participating Shareholders. 
 
 
A General Meeting will shortly be convened for 10.05 a.m. on 22 October 2009 (or 
as soon thereafter as the Company's Annual General Meeting convened for 10.00 
a.m. that day has been concluded), at which Shareholders will be asked to 
consider, and if thought fit, to approve the Resolutions in order to implement 
the Proposals. Notice of the General Meeting will be set out in a Circular which 
is expected to be sent to Shareholders shortly, along with the Company's Annual 
Report & Accounts for the year ended June 2009. 
 
 
 
 
2.    Background to, and reasons for, the Delisting 
 
 
(i)    Rationale for the Delisting 
The Directors have concluded that a resolution should be put to Shareholders to 
approve a Delisting for the following reasons: 
 
 
  *  there is a clear lack of liquidity in the Ordinary Shares of the Company which, 
  in the Directors' view, has contributed to the Company being undervalued; 
  *  the bid/offer spread at which a market is made in the Company's Ordinary Shares 
  has perpetuated the lack of liquidity and the Directors believe this is unlikely 
  to be resolved, given the size of the Company and its lack of appeal to 
  institutional investors; 
  *  the ability to secure new equity participation at levels which fairly reflect t 
  e existing equity value is significantly undermined by the low share price; and 
  *  the costs associated with maintaining a listing on AIM are now disproportionate 
  to the value provided by the listing, and management expects savings arising fr 
  m the Delisting will amount approximately GBP100,000 per annum. 
 
 (ii)    Implications of the Delisting 
In view of the level of irrevocable undertakings provided in support of the 
Delisting (as detailed in paragraph 6 below), the Directors expect that the 
resolution to approve the Delisting will be approved. In this context, the 
Company will therefore notify the London Stock Exchange of the proposed 
Delisting at the time the Circular is posted to Shareholders, although in 
accordance with Rule 41 of the AIM Rules, this notification will be conditional 
upon the consent of not less than 75 per cent. of votes cast by Shareholders at 
the General Meeting voting in favour of the Delisting. 
 
 
(iii)    Realisation of interests in Ordinary Shares following the Delisting 
The Directors are aware that certain Shareholders may be unable or unwilling to 
hold Ordinary Shares in the event that the Delisting is approved and becomes 
effective. Furthermore, as presently constituted, Jourdan is cash generative and 
the Company is continuing to reduce Group borrowings. In this context, the 
Directors are proposing the Tender Offer so that Qualifying Shareholders have 
the opportunity to realise at least some of their Ordinary Shares ahead of the 
Delisting becoming effective. Qualifying Shareholders may be able to realise a 
greater proportion of their Ordinary Shares pursuant to the Tender Offer 
depending on the extent to which other Qualifying Shareholders take up the 
Tender Offer. 
 
To the extent that Shareholders are unable or unwilling to hold Ordinary Shares 
in the Company following the Delisting becoming effective, or 
wish to realise their investment in the Company beyond their participation in 
the Tender Offer, such Shareholders should consider selling their interests in 
the market prior to the Delisting becoming effective. 
 
 
In accordance with the guidance notes on AIM Rule 41, cancellation of the 
Company's listing on AIM will not take effect until at least 5 Business Days 
have passed following the passing of the resolution to approve the Delisting. If 
the resolution to approve the Delisting is passed at the General Meeting, it is 
expected that Delisting will take effect at 7.00 a.m. on 29 October 2009. 
 
 
In the event that the Delisting proceeds, there will be no market facility for 
dealing in the Ordinary Shares and no price will be publicly quoted for Ordinary 
Shares as from close of business on 28 October 2009. As such, interests in 
Ordinary Shares are unlikely to be readily capable of sale and where a buyer is 
identified, it will be difficult to place a fair value on any such sale. 
 
 
It is the Board's intention currently to assess at the time of future annual 
general meetings whether the Company's financial position will enable it to 
propose a further buy back of Ordinary Shares and, if any such buy back is 
proposed, this may provide a further opportunity for Shareholders to realise 
their investment. However, any such future buy back will depend on the financial 
position of the Company and may also be subject to such approvals by 
Shareholders as shall be required so as to ensure that no obligation arises for 
any Shareholder to make a mandatory offer under Rule 9 of the City Code. There 
can be no certainty that any further buy back of shares by the Company will be 
made and the Board makes no commitment in this respect. 
 
 
(iv) 
Risks associated with retaining an interest in the Company following the Delist 
ng 
In the Circular, the Directors draw to the attention of Shareholders the 
following factors which should be taken into account in assessing whether or not 
to retain their interests in Ordinary Shares in the event that the Delisting is 
approved and becomes effective: 
 
 
  *  as indicated 
  above, there will be no market facility for dealing in the Ordinary Shares and 
  o price will be publicly quoted for 
  Ordinary Shares. As such, interests in Ordinary Shares are unlikely to be readi 
  y capable of sale and where a buyer is identified, it will be difficult to plac 
   a fair value on any such sale; 
  *  as an unquoted 
  company, Shareholders will no longer have the protections afforded by the AIM R 
  les and will only be able to rely on the protections afforded to minority 
  shareholders under general English law; 
  *  the Company will no longer be subject to the rules relating to disclosure of 
  interests in Ordinary Shares set out in the DTR, such that it may be difficult 
  to ascertain the ownership of Ordinary Shares from time to time; 
  *  the levels of transparency and corporate governance within the Company are unli 
  ely to be as stringent as for a company quoted on AIM; 
  *  although at this time no employees have indicated their intention to resign in 
  he event that the Company is delisted, certain present or prospective employees 
  may be unwilling to work for an unlisted company. The loss of key employees or 
  n inability to attract employees in the future could act as a restraint on the 
  evelopment of the Company's business; 
  *  certain existing or prospective customers and suppliers may be unwilling to tra 
  e or continue to trade with the Company on terms which the Company has become a 
  customed to trade in the event that the Company shares are no longer traded on 
  AIM; 
  *  the Company's bankers may not be prepared to deal with the Company on terms to 
  which the Company has become accustomed in the event that the Delisting. 
 
The above considerations are non-exhaustive and Shareholders should seek their 
wn independent 
advice when assessing the likely impact of the Delisting on them. 
 
 
 
 
3.Current trading and prospects 
 
 
The Company has today separately announced its results for the year ended 30 
June 2009. Jourdan reported a turnover from continuing activities of GBP18.1 
million (2008: GBP17.6 million) and achieved profit before tax on ordinary 
activities of GBP1.7 million (2008: GBP2.0 million). As at 30 June 2009, Jourdan 
had consolidated net assets of GBP6.2 million (2008:GBP6.5 million). Further 
details are set out in that announcement. 
 
 
Following the disposal of the Suncrest and Corby businesses, the Directors 
believe Jourdan is well positioned to yield positive returns to Shareholders. 
Whilst trading conditions remain difficult for Nelsons Labels, the medical 
packaging business of Westfield and Clinipak is a clear leader in a strong 
market place with excellent prospects. In addition, the Company holds valuable 
property assets and has taken major steps to manage its obligations in the 
pensions arena. 
 
 
Trading for the year to date is satisfactory and, while the outturn for the cur 
ent year cannot be certain given the 
prevailing economic climate, the Board 
anticipates that further progress will be made in the current year. 
 
 
The Directors have recommended a final dividend of 8.0p per Ordinary Share 
(2008: 8.0p per share) making a total of 12.0p per Ordinary Share (2008: 8.0p 
per share) for the year. If approved the final dividend will be paid on 27 
November 2009, to members on the register at 5.00 p.m. on 16 October 2009. 
 
 
The Directors intend to continue the progressive dividend policy adopted in 
recent years, with an dividend payments reflecting future profitability. 
 
 
 
 
 
 
4.Details of the Tender Offer 
 
 
In light of the proposed Delisting, the Board is proposing that the Company 
should make a Tender Offer to purchase up to 680,002 Ordinary Shares, 
representing approximately 20 per cent. of the Company's 
 current issued 
ordinary share capital at 250p per share. 
 
 
The Tender Offer will be open to all Qualifying Shareholders (being those 
Shareholders (other than Overseas Shareholders resident in Excluded Territories) 
on the Company's share register on the Record Date). Qualifying Shareholders may 
participate in the Tender Offer by tendering either all or a proportion of their 
registered holdings of Ordinary Shares. 
 
 
Each Qualifying Shareholder will be entitled to sell under the Tender Offer on 
the basis of: 
 
 
1 Ordinary Share for every 5 Ordinary Shares 
 
 
registered in their 
name on the Record Date, rounded down to the nearest whole number of Ordinary S 
ares. 
 
 
Qualifying Shareholders who accept the Tender Offer and who are on the register 
of members on the Dividend Entitlement Date will continue to be entitled to the 
final dividend of 8.0 pence per share declared in respect of the year ended 30 
June 2009 in relation to any Ordinary Shares sold pursuant to the Tender Offer. 
 
 
Full details of the Tender Offer will be set out in the Circular which is 
expected to be sent to Shareholders shortly. 
 
 
5.Directors' intentions 
 
 
David Abell and the other members of the Abell Concert Party have irrevocably 
undertaken that they will not participate in the Tender Offer. 
 
 
All of the other members of the Board, being the Independent Directors, have 
also stated that they will not tender any of their Ordinary Shares to the Tender 
Offer. 
 
 
 
 
6. Irrevocable undertakings 
 
 
Marnie Holdings Ltd ("MHL"), which holds 1,019,859 Ordinary Shares (representing 
29.996 per cent of the Company's issued share capital) has given an irrevocable 
undertaking to tender 20% of its aggregate holding of Ordinary Shares to the 
Tender Offer. As such, MHL's holding will remain at 29.996 per cent of the 
Company's issued share capital following the Tender Offer. 
 
 
Goosgog Pty Limited ("Goosgog"), which holds 368,000 Ordinary Shares 
(representing approximately 10.8 per cent of the Company's issued share capital) 
has also given an irrevocable undertaking to tender 20% of its aggregate holding 
of Ordinary Shares to the Tender Offer. As such, Goosgog's holding will remain 
at approximately 10.8 per cent of the Company's issued share capital following 
the Tender Offer. 
 
 
The trustees of the Jourdan Group Pension Fund ("the Pension Fund"), who hold 
160,000 Ordinary Shares (representing approximately 4.7 per cent of the 
Company's issued share capital) have given an irrevocable undertaking to tender 
50% of the Pension Fund's aggregate holding of Ordinary Shares to the Tender 
Offer (acknowledging that this may be scaled back under the terms of the Tender 
Offer). As such, the Pension Fund's holding will be between approximately 2.9 
per cent and 4.7 per cent. of the Company's issued share capital following the 
Tender Offer, depending on the take up of other Shareholders. 
 
 
The Company has received irrevocable undertakings to vote in favour of the 
Primary Resolutions from MHL, Goosgog, the Pension Fund, all of the Directors 
and from the members of the Abell Concert Party in respect of all of their 
respective holdings of Ordinary Shares being 2,737,359 Ordinary Shares in 
aggregate, representing approximately 80.0 per cent. of the Existing Issued 
Share Capital. 
 
 
The Company has also received irrevocable undertakings to vote in favour of the 
Waiver Resolution from the above Shareholders (other than the Abell Concert 
Party) holding 1,708,008 Ordinary Shares in aggregate, representing 
approximately 50.2 per cent. of the Existing Ordinary Shares and approximately 
71.5 per cent, of the Existing Issued Share Capital held by those Shareholders 
who are entitled to vote at the General Meeting on the Waiver Resolution. In 
accordance with the requirements of the City Code, the Abell Concert Party will 
not be entitled to, and have undertaken to refrain from, voting on the Waiver 
Resolution at the General Meeting. 
 
 
 
 
7.    Rule 9 of the Takeover Code 
 
 
Under Rule 9 of the Code (the "Rule 9"), any person who acquires an interest (as 
defined in the Code) in shares which, taken together with shares in which he is 
already interested and in which persons acting in concert with him are 
interested, carry 30 per cent or more of the voting rights of a company which is 
subject to the Code, is normally required to make a general offer to all the 
remaining shareholders to acquire their shares. 
 
 
Similarly, when any person, together with persons acting in concert with him, is 
interested in shares which in the aggregate carry not less than 30 per cent of 
the voting rights of such a company but does not hold shares carrying more than 
50% of such voting rights, a general offer will normally be required if any 
further interests in shares are acquired by any such person. 
 
 
An offer under Rule 9 must be made in cash and at the highest price paid by the 
person required to make the offer, or any person acting in concert with him, for 
any interest in shares of the company during the 12 months prior to the 
announcement of the offer. 
 
 
The Abell Concert Party is deemed to be acting in concert for the purpose of the 
Code. On completion of the Tender Offer, the members of the Abell Concert Party 
will between them be interested in a maximum of 1,012,000 issued Ordinary 
Shares, representing approximately 37.20 per cent of the Company's issued voting 
share capital. A table showing the respective individual interests in 
Ordinary Shares of the Abell Concert Party on completion of the Tender Offer is 
set out below:- 
 
 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Name                       |  No. of Ordinary |    Percentage of |   Maximum No. of |    Percentage of | 
|                            |           Shares |     issued share |  Ordinary Shares |  Ordinary Shares | 
|                            |                  |          capital | following Tender | following Tender | 
|                            |                  |                  |            Offer |            Offer | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| David Abell                |          911,500 |           26.81% |          911,500 |           33.51% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Simon Abell                |           37,000 |            1.09% |           37,000 |            1.36% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Jonathan Abell             |           31,000 |            0.91% |           31,000 |            1.14% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Kathryn Louise Abell       |           17,500 |            0.51% |           17,500 |            0.64% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Martin Abell               |           15,000 |            0.44% |           15,000 |            0.55% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Total                      |        1,012,000 |           29.76% |        1,012,000 |           37.20% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
 
 
Furthermore, the Abell Concert Party also owns options over a further 75,000 
Ordinary Shares which have been granted to David Abell. 
 
 
Of these options, options over 25,000 Ordinary Shares were the subject of a 
waiver from the provisions or Rule 9 which was approved by shareholders on 23 
April 2004. Accordingly, if these options were exercised in full (and assuming 
completion of the Tender Offer and no further allotment of Ordinary Shares by 
the Company), the individual interests of the Abell Concert Party would be as 
set out below:- 
 
 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Name                       |  No. of Ordinary |    Percentage of |   Maximum No. of |    Percentage of | 
|                            |           Shares |     issued share |  Ordinary Shares |  Ordinary Shares | 
|                            |                  |          capital | following Tender | following Tender | 
|                            |                  |                  |        Offer and |            Offer | 
|                            |                  |                  |      exercise of |                  | 
|                            |                  |                  |          options |                  | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| David Abell                |          911,500 |           26.81% |          936,500 |           34.12% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Simon Abell                |           37,000 |            1.09% |           37,000 |            1.35% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Jonathan Abell             |           31,000 |            0.91% |           31,000 |            1.13% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Kathryn Louise Abell       |           17,500 |            0.51% |           17,500 |            0.63% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Martin Abell               |           15,000 |            0.44% |           15,000 |            0.54% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
| Total                      |        1,012,000 |           29.76% |        1,037,000 |           37.77% | 
+----------------------------+------------------+------------------+------------------+------------------+ 
 
 
The remaining options over a further 50,000 Ordinary Shares held by David Abell 
are not subject to a waiver from the provisions of Rule 9. Consequently, for so 
long as the interests of members of the Abell Concert Party equate to 30.0 per 
cent or more of the voting rights of the Company, David Abell will not be able 
to exercise these options without incurring an obligation to make a general 
offer to all shareholders in accordance with Rule 9 if, by exercising the 
options, the percentage holding of the Abell Concert Party was to be increased. 
 
 
An application has been made to the Panel to grant a waiver of the obligation to 
make a general offer that would otherwise arise as a result of the Tender Offer, 
subject to the approval of the Independent Shareholders. Upon Panel approval the 
Waiver Resolution will be proposed at the General Meeting, which will be taken 
on a poll. The members of the Abell Concert Party will not be entitled to vote 
on the resolution. 
 
 
Following completion of Proposals, the Abell Concert Party will, in aggregate, 
be interested in Ordinary Shares carrying more than 30 per cent. of the 
Company's voting share capital, but will not hold Ordinary Shares carrying more 
than 50 per cent. of such voting rights and (for so long as they continue to be 
treated as acting in concert) any further increase in that aggregate interest in 
Ordinary Shares will be subject to the provisions of Rule 9. 
 
 
Further details concerning the Abell Concert Party and their respective 
interests in the Company will be set out in the Circular. 
 
 
The members of the Abell Concert Party have each confirmed to the Company that 
they are not proposing, following any increase in their percentage interests in 
Ordinary Shares or voting rights as a result of a repurchase of Ordinary Shares 
by the Company pursuant to the Tender Offer, to seek any change in the 
composition of the Board or the general nature of the Company's business. 
 
 
The members of the Abell Concert Party have also each confirmed that their 
intentions regarding the future of the Company's business, their intentions 
regarding the locations of the Company's places of business and their intentions 
regarding the continued employment of its employees and management (and those of 
its subsidiaries) will not be altered as a result of any increase in their 
percentage interests in Ordinary Shares or voting rights as a result of a 
repurchase of Ordinary Shares by the Company pursuant to the Tender Offer, nor 
will there be any redeployment of the fixed assets of the Company as a result of 
such an increase. 
 
 
 
 
9.General Meeting 
 
 
It is expected that the General Meeting will be held at the offices of Bird & 
Bird LLP, 15 Fetter Lane, London EC4A 1JP at 10.05 am on 22 October 2009 (or as 
soon thereafter as the Annual General Meeting convened for 10.00 am that day 
shall have been concluded). 
 
 
10.     Recommendation 
 
 
The Directors believe that the Primary Resolutions are in the best interests of 
Shareholders as a whole and unanimously recommend that Shareholders vote in 
favour of the Primary Resolutions as they intend to do in respect of their own 
shareholdings of 1,089,000 Ordinary Shares, representing approximately 32.03 per 
cent. of the Company's issued share capital. 
 
 
The Independent Directors, excluding David Abell (as required by the provisions 
of the City Code) who have been so advised by Charles Stanley Securities, 
consider that the Panel Waiver is fair and reasonable and in the best interests 
of the Company and the Independent Shareholders as a whole and accordingly 
unanimously recommend Shareholders to vote in favour of the Waiver Resolution. 
In providing its advice, Charles Stanley Securities has taken into account the 
commercial assessments of the Independent Directors. 
 
 
The Independent Directors have given irrevocable undertakings to vote in favour 
of the Waiver Resolution in respect of their beneficial holdings amounting, in 
aggregate, to 177,500 Ordinary Shares, representing approximately 5.22 per cent. 
of the existing issued share capital of the Company. 
 
 
The Board is making no recommendation to Qualifying Shareholders in relation to 
participation in the Tender Offer itself. Whether or not Qualifying Shareholders 
decide to tender all or any of their Ordinary Shares will depend, among other 
things, on their view of the Company's prospects and their own individual 
circumstances, including their tax position. Qualifying Shareholders are 
recommended to consult their duly authorised independent advisers and make their 
own decision. 
 
 
 
EXPECTED TIMETABLE OF EVENTS 
 
 
2009 
 
 
Dispatch of the CircularOn or around 17 September 
 
 
Dividend Entitlement Date 
                               5.00 p.m. on 16 October 
 
 
Latest time and date for receipt of Forms of Proxy 
for the General Meeting10.05 a.m. on 20 October 
 
 
Latest time and date for receipt of Tender Forms5.00 p.m. on 21 October 
 
 
Tender Offer closes 
                                  5.00 p.m. on 21 October 
 
 
Record Date for the Tender Offer5.00 p.m. on 21 October 
 
 
General Meeting10.05 a.m. on 22 October 
 
 
Trading on AIM cancelled 
                              7.00 a.m. on 29 October 
 
 
Payment despatched for Ordinary Shares purchased pursuant to the Tender Offer 
                   27 November 
 
 
Balance share certificates despatched where relevant by 
                                27 November 
 
 
 
 
DEFINITIONS 
 
+-----------------------------------------+------------------------------------------------------+ 
| "Abell Concert Party"                   | the following shareholders of the Company who are,   | 
|                                         | for the purposes of the City Code, deemed to be      | 
|                                         | acting in concert, being David Abell, Granite plc,   | 
|                                         | Juliana Abell, Kathryn Louise Abell, Simon Abell,    | 
|                                         | Jonathan Abell and Martin Abell                      | 
+-----------------------------------------+------------------------------------------------------+ 
| "AIM"                                   | a market operated by the London Stock Exchange       | 
+-----------------------------------------+------------------------------------------------------+ 
| "AIM Rules"                             | the rules published by the London Stock Exchange     | 
|                                         | governing admission to, and the operation of, AIM    | 
+-----------------------------------------+------------------------------------------------------+ 
| "Annual Report"                         | the report and accounts for the year ended 30 June   | 
|                                         | 2009, a copy of which will accompany the Circular    | 
+-----------------------------------------+------------------------------------------------------+ 
| "Buy-in"                                | the buy-in of shares by the Company                  | 
+-----------------------------------------+------------------------------------------------------+ 
| "certificated" or "in certificated      | an Ordinary Share for which a share certificate has  | 
| form"                                   | been issued                                          | 
+-----------------------------------------+------------------------------------------------------+ 
| "Charles Stanley Securities"            | Charles Stanley Securities, a division of Charles    | 
|                                         | Stanley & Co. Ltd, Jourdans nominated adviser and   | 
|                                         | broker, a member of the London Stock Exchange and    | 
|                                         | authorised and regulated by the Financial Services   | 
|                                         | Authority                                            | 
+-----------------------------------------+------------------------------------------------------+ 
| "Circular"                              | the circular setting out details of the Proposals,   | 
|                                         | which is expected to be issued to Shareholders on or | 
|                                         | around 17 September 2009                             | 
+-----------------------------------------+------------------------------------------------------+ 
| "City Code or "Code"                 | the City Code on Takeovers and Mergers, as amended   | 
|                                         | from time to time                                    | 
+-----------------------------------------+------------------------------------------------------+ 
| "Corby"                                 | John Corby Limited, a subsidiary of the Company      | 
|                                         | which conducted the Corby trouser press business     | 
|                                         | prior to its sale in May 2009                        | 
+-----------------------------------------+------------------------------------------------------+ 
| "Company or "Jourdan"               | Jourdan plc                                          | 
|                                         |                                                      | 
+-----------------------------------------+------------------------------------------------------+ 
| "David Abell"                           | John David Abell, Executive Chairman of the Company  | 
+-----------------------------------------+------------------------------------------------------+ 
| "Delisting"                             | the cancellation of admission of Shares to trading   | 
|                                         | on AIM                                               | 
+-----------------------------------------+------------------------------------------------------+ 
|                                         |                                                      | 
+-----------------------------------------+------------------------------------------------------+ 
| "Dividend Entitlement Date"             | the date by reference to which the entitlement of    | 
|                                         | Shareholders to receive the final dividend for the   | 
|                                         | year ended 30 June 2009 is to be determined, being   | 
|                                         | 5.00 p.m. on 16 October 2009                         | 
+-----------------------------------------+------------------------------------------------------+ 
| "DTR"                                   | Disclosure and Transparency Rules published by the   | 
|                                         | FSA                                                  | 
+-----------------------------------------+------------------------------------------------------+ 
| "Excluded Territories"                  | being, USA, Canada and Japan and any other           | 
|                                         | jurisdiction in which it would be a violation of     | 
|                                         | local securities law or regulations to make the      | 
|                                         | Tender Offer                                         | 
+-----------------------------------------+------------------------------------------------------+ 
| "Existing Issued Share Capital"         | the Ordinary Shares of Jourdan in issue at the date  | 
|                                         | of this announcement                                 | 
+-----------------------------------------+------------------------------------------------------+ 
| "FSA"                                   | the UK Financial Services Authority                  | 
+-----------------------------------------+------------------------------------------------------+ 
| "General Meeting"                       | the General Meeting of Jourdan which is expected to  | 
|                                         | be convened for 10.05 a.m. on 22 October 2009 (or as | 
|                                         | soon thereafter as the Annual General Meeting        | 
|                                         | convened for 10.00 a.m. on that date shall have been | 
|                                         | concluded), notice of which will be set out in the   | 
|                                         | Circular, and any adjournment thereof                | 
+-----------------------------------------+------------------------------------------------------+ 
| "Group"                                 | Jourdan and its subsidiaries                         | 
+-----------------------------------------+------------------------------------------------------+ 
| "Independent Directors"                 | all of the directors of the Company, other than      | 
|                                         | David Abell                                          | 
+-----------------------------------------+------------------------------------------------------+ 
| "London Stock Exchange"                 | London Stock Exchange plc                            | 
+-----------------------------------------+------------------------------------------------------+ 
| "Nelsons Labels"                        | Nelsons Labels (Manchester) Limited, a subsidiary of | 
|                                         | Jourdan                                              | 
+-----------------------------------------+------------------------------------------------------+ 
| "Notice of General Meeting"             | the notice of General Meeting contained in the       | 
|                                         | Circular                                             | 
+-----------------------------------------+------------------------------------------------------+ 
| "Ordinary Shares"                       | the ordinary shares of GBP1 each in the capital of   | 
|                                         | Jourdan                                              | 
+-----------------------------------------+------------------------------------------------------+ 
| "Overseas Shareholders               | Shareholders resident in, or citizens of,            | 
|                                         | jurisdictions outside the United Kingdom             | 
+-----------------------------------------+------------------------------------------------------+ 
| "Panel"                                 | the Panel on Takeovers and Mergers                   | 
+-----------------------------------------+------------------------------------------------------+ 
| "Panel Waiver"                          | the waiver to be granted by the Panel of any         | 
|                                         | obligation which would otherwise be imposed by the   | 
|                                         | Abell Concert Party, either individually or          | 
|                                         | collectively, to make a general offer to all         | 
|                                         | Shareholders under Rule 9 of the City Code, as a     | 
|                                         | result of market purchases made pursuant to the      | 
|                                         | Tender Offer                                         | 
+-----------------------------------------+------------------------------------------------------+ 
| "Primary Resolutions"                   | the resolutions to be contained in the Notice of     | 
|                                         | General Meeting to approve (i) the Delisting and     | 
|                                         | (ii) the authority to buy back Ordinary Shares       | 
|                                         | pursuant to the Tender Offer                         | 
+-----------------------------------------+------------------------------------------------------+ 
| "Proposals"                             | the proposals set out in this announcement and the   | 
|                                         | Circular including the Delisting, the Tender Offer   | 
|                                         | and Panel Waiver                                     | 
+-----------------------------------------+------------------------------------------------------+ 
| "Qualifying Shareholders"               | Shareholders who are entitled to participate in the  | 
|                                         | Tender Offer,being a Shareholder on the Register of  | 
|                                         | Members of the Company atthe Record Date who is not  | 
|                                         | an Overseas Shareholder resident in any of the       | 
|                                         | Excluded Territories                                 | 
+-----------------------------------------+------------------------------------------------------+ 
| "Record Date"                           | the record date for the Tender Offer, being 5.00     | 
|                                         | p.m. on 21 October 2009                              | 
+-----------------------------------------+------------------------------------------------------+ 
| "Resolutions                         | together, the Primary Resolution and the Waiver      | 
|                                         | Resolution                                           | 
+-----------------------------------------+------------------------------------------------------+ 
| "Shareholder"                           | A holder of Ordinary Shares from time to time        | 
+-----------------------------------------+------------------------------------------------------+ 
| "Suncrest"                              | Tribulation Limited, a subsidiary of the Company     | 
|                                         | which conducted the Suncrest Surrounds business      | 
|                                         | prior to its sale in May 2008                        | 
+-----------------------------------------+------------------------------------------------------+ 
| "Tender Form"                           | the Tender form to be issued for use by Qualifying   | 
|                                         | Shareholders in respect of Ordinary Shares held in   | 
|                                         | certificated form in connection with the Tender      | 
|                                         | Offer                                                | 
+-----------------------------------------+------------------------------------------------------+ 
| "Tender Offer"                          | the Invitation by the Company to Qualifying          | 
|                                         | Shareholders to tender Ordinary Shares on the terms  | 
|                                         | and subject to the conditions to be set out in the   | 
|                                         | Circular and the Tender Form                         | 
+-----------------------------------------+------------------------------------------------------+ 
| "US", "USA" or "United States"          | the United States of America, each state thereof     | 
|                                         | (including the district of Columbia); its            | 
|                                         | territories, possessions and all areas subject to    | 
|                                         | its jurisdiction                                     | 
+-----------------------------------------+------------------------------------------------------+ 
| "Waiver Resolution"                     | the resolution to be set out in the Notice of        | 
|                                         | General Meeting for the purposes of approving the    | 
|                                         | Panel Waiver currently being sought                  | 
+-----------------------------------------+------------------------------------------------------+ 
 
 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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