Offer Update
January 14 2004 - 2:30AM
UK Regulatory
RNS Number:2054U
Giardino Group PLC
14 January 2004
FOR IMMEDIATE RELEASE 14 January 2004
Recommended Cash Offer
by
BDO Stoy Hayward Corporate Finance
on behalf of
Town Centre Restaurants Limited
to acquire the entire issued and to be issued share capital of
Giardino Group PLC
OFFER DECLARED UNCONDITIONAL IN ALL RESPECTS
BDO Stoy Hayward Corporate Finance, on behalf of Town Centre Restaurants,
announces that all of the conditions of the recommended cash offer to acquire
the entire issued and to be issued share capital of Giardino (the "Offer") as
set out in the Offer Document dated 22 December 2003 have now been satisfied or
waived and the Offer has been declared unconditional in all respects.
The Offer will remain open for acceptances until further notice. The Alternative
Offer will remain open for acceptances until 3 p.m. on 27 January 2004. Giardino
Shareholders who wish to accept the Offer and have not yet done so should
despatch their Forms of Acceptance as soon as possible.
Settlement of the consideration due under the Offer in respect of valid
acceptances which have been received and are valid and complete in all respects
will be despatched on or before 27 January 2004 or, in the case of elections for
the Alternative Offer, on or before 29 January 2004. Settlement of the
consideration in respect of further acceptances which are valid and complete in
all respects will be despatched within 14 days of receipt or, in the case of
elections for the Alternative Offer, within 16 days of such date.
As stated in the Offer Document, Town Centre Restaurants intends to exercise its
rights under sections 428 to 430F of the Act to compulsorily acquire the
remaining Giardino Shares.
Town Centre Restaurants also intends to procure the making of an application by
Giardino for the cancellation of the listing of Giardino Shares trading on the
London Stock Exchange. This will significantly reduce the liquidity and
marketability of Giardino Shares not assented to under the Offer.
The definitions of certain expressions used in this announcement are contained
in the Offer Document.
For further information contact:
BDO Stoy Hayward Corporate Finance 020 7486 5888
Alex White, Partner
Shaun Claydon Assistant Director
This announcement is published on behalf of Town Centre Restaurants and Giardino
and has been approved by BDO Stoy Hayward Corporate Finance solely for the
purposes of Section 21 of the Financial Services and Markets Act 2000.
BDO Stoy Hayward Corporate Finance, a division of BDO Stoy Hayward LLP, which is
authorised and regulated in the UK by the Financial Services Authority, is
acting for Town Centre Restaurants and no one else in connection with the
Offer and will not be responsible to anyone other than Town Centre Restaurants
for providing the protections afforded to customers of BDO Stoy Hayward
Corporate Finance nor for providing advice in relation to the Offer.
The Offer will not be made, directly or indirectly, in or into the United
States, Canada, Australia, Japan or Ireland or any other jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into or from the United States, Canada,
Australia, Japan or Ireland or any other such jurisdiction. The provisions
referred to in this paragraph may be waived by Town Centre Restaurants in its
sole discretion as regards specific Giardino Shareholders or generally.
The Unsecured Loan Notes and Preference Shares which may be issued pursuant to
the Alternative Offer have not been, nor will they be, registered under the
United States Securities Act of 1933 (as amended) (the "Securities Act") nor
under the securities laws of any state or other jurisdiction of the United
States nor have clearances been, nor will they be, obtained from the securities
commission or similar authority of any province or territory of Canada. Further,
no prospectus in relation, to the Unsecured Loan Notes and Preference Shares has
been, or will be, lodged with or registered by the Australian Securities and
Investments Commission nor have any steps been taken to enable the Unsecured
Loan Notes and Preference Shares to be offered in Japan or Ireland in compliance
with applicable securities laws of Japan or Ireland. Accordingly, (except in
transactions exempt from or not subject to the registration requirements of the
Securities Act, or the relevant securities laws of Canada, Australia, Japan or
Ireland) the Unsecured Loan Notes and Preference Shares may not be offered,
sold, resold, transferred, delivered or distributed, directly or indirectly, in
or into the United States, Canada, Australia, Japan or Ireland or any other
jurisdiction in which an offer of the Unsecured Loan Notes and/or the Preference
Shares would constitute a violation of relevant security laws or require
registration of the Unsecured Loan Notes and/or the Preference Shares or to, or
for the account of, a US person, or persons in, or resident in, the United
States, Canada, Australia, Japan, Ireland or any other such jurisdiction.
The directors of Town Centre Restaurants accept responsibility for the
information contained in this announcement. To the best of the knowledge and
belief of the directors of Town Centre Restaurants (who have taken reasonable
care to ensure that such is the case) the information contained in this
announcement is in accordance with the facts and does not omit anything likely
to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
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