Replacement - Statement Re. Possible Offer
16 Abril 2010 - 6:45AM
UK Regulatory
TIDMHMF
RNS Number : 3081K
Handmade PLC
16 April 2010
16 April 2010
Handmade PLC
("Handmade" or the "Company")
Correction
Further to the announcement of the Company released on 15 April 2010, there is
an additional disclosure requirement under rule 2.10 of the Takeover Code to
disclose that the offer would be likely to be solely in cash. The full corrected
text is set out below.
Correction Statement Re. Possible Offer
The Company (AIM:HMF) has received an approach from Almorah Services Limited
("Almorah"), which may or may not lead to a firm offer being made for the issued
share capital of the Company. At this stage no formal offer has been made and
there can be no certainty that an offer (which would be likely to be solely in
cash) will be made or as to the terms on which any offer might be made.
It has been confirmed to the Company by Almorah that neither Cartier Investments
Inc., nor Patrick Meehan, the Company's former Deputy Chairman and Joint Chief
Executive is involved in the potential bid.
A further announcement will be made in due course.
This announcement triggers the commencement of an offer period for the purposes
of the City Code on Takeovers and Mergers (the "Code").
In accordance with Rule 2.10 of the Code, Handmade confirms that as at the close
of business on 6 April 2010 it had 232,986,845 ordinary shares of 5 pence each
in issue. The ISIN reference number for these securities is GB0006508476.
Handmade PLC
Bob Benton, Chairman
020 7518 8230
Conduit PR
Jos Simson/Charlie Geller
020 74296603
Canaccord Adams
Mark Williams/Andrew Chubb
020 7050 6500
Canaccord Adams Limited ("Canaccord") (which is regulated in the United Kingdom
by the Financial Services Authority) is acting exclusively for Handmade as
nominated adviser and broker and no one else (including the recipients of this
announcement) in connection with the arrangements that are the subject matter of
this announcement and will not be responsible to anyone other than Handmade for
providing the protections afforded to customers of Canaccord or for advising any
other person in connection with the arrangements that are the subject matter of
this announcement. Canaccord makes no representation, express or implied, with
respect to the accuracy or completeness of any information contained in this
announcement and accepts no responsibility for, nor does it authorise, the
contents of, or the issue of this announcement, or any other statement made or
purported to be made by Handmade, or on its behalf, in connection with Handmade
or any of the other arrangements that are the subject matter of this
announcement and, accordingly, disclaims all and any liability whatsoever
whether arising out of tort, contract or otherwise which it might otherwise have
in respect of this announcement or any other statement.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be subject restricted by law and therefore
persons into whose possession this announcement comes should inform themselves
about, and observe such restrictions. Any failure to comply with the
restrictions may constitute a violation of the securities laws of any such
jurisdiction. The announcement has been prepared in accordance with English law
and the Code and information disclosed may not be the same as that which would
have been prepared in accordance with the laws of jurisdictions outside England.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Handmade, all 'dealings' in any 'relevant securities' of that
company (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an 'interest' in 'relevant securities' of
Handmade, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Almorah or of Handmade by Almorah or Handmade, or by any of their
respective 'associates', must be disclosed by no later than 12.00 noon (London
time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.
'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be 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.
Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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