BRDH Burani

    RNS Number : 6049G
  Burani Designer Holding N.V.
  24 October 2008
   



    24 October 2008

    BURANI DESIGNER HOLDING N.V.

    Burani Designer Holding N.V. ("BDH") (AIM: BRDH), a company offering Italian lifestyle products and services to customers world-wide,
notifies that the following announcement has been made in connection with the partial tender offer for up to 4,486,154 shares in its
subsidiary Mariella Burani Fashion Group S.p.A., announced on 22 August 2008.
    Notice pursuant to article 114 of legislative decree no. 58 of 24 february 1998, as subsequently amended  and article 66 of consob
regulation no. 11971 of 14 may 1999, as subsequently amended

    Mariella Burani Family Holding S.p.A.  
    registered office in via della Repubblica 82, Cavriago (RE)
    Tax code and registration number with companies register of Reggio Emilia 02097050351
    Registration number with the R.E.A. of Reggio Emilia 251042
    Share capital fully paid-in EUR 30,000,000

    Mariella Burani Family Holding S.p.A. ("MBFH" or the "Offeror") hereby announces that on 23 October 2008, its board of directors met to
resolve upon the implementation of two divisible increases in the share capital, for consideration, for a maximum nominal amount of Euro
3,448,375.00 (three million four hundred forty-eight thousand three hundred seventy-five), to be implemented as follows: through the issue
of up to 1,509,257 ordinary shares of MBFH, each with a nominal value of Euro 1.00 (the "Ordinary Shares"), as to the first increase, and
through the issue of up to 1,939,118 preferred shares, with limited voting rights, each with a nominal value of Euro 1.00 (the "Preferred
Shares"), as to the second increase.
    The two capital increases were implemented in the context of the voluntary partial tender offer (the "Offer") for ordinary shares of
Mariella Burani Fashion Group S.p.A. ("MBFG" or the "Issuer"), upon completion of the Offer, pursuant to the resolution of MBFH's
shareholders of 7 August 2008 (at which time the company was a societ? responsabilit?imitata under Italian law). 

    The capital increase involving the issue of Ordinary Shares, with pre-emption rights, approved by the shareholders on 7 August 2008, was
subscribed as follows: 

    -   Burani Designer Holding NV, with registered office in Olympic Plaza Frederik Roeskestraat 123, 1076EE, Amsterdam subscribed for
941,319 Ordinary Shares, with a share capital contribution of Euro 941,319.00;

    -   Walter Burani, born in Cavriago (RE), on 24 January 1933, and resident in Cavriago, Via Aspromonte 15, subscribed for 376,528
Ordinary Shares, with a share capital contribution of Euro 376,528.00;

    -   Giovanni Valter Burani, born in Parma (PR), on 20 October 1964, and resident in Cavriago (RE), Via Aspromonte 15, subscribed for
95,705 Ordinary Shares, with a share capital contribution of Euro 95.705,00;

    -   Andrea Burani, born in Reggio Emilia (RE), on 18 September 1966, and resident in Cavriago (RE), Via Aspromonte 15, subscribed for
95,705 Ordinary Shares, with a share capital contribution of Euro 95.705,00;

    The capital increase involving the issue of Preferred Shares, with pre-emption rights, approved by the shareholders on 7 August 2008,
was subscribed as follows:

    -   ABS Wealth Management Ltd, with registered office in 21, Upper Brook Street, WLK 7PY, London subscribed for 1,280,194 Preferred
Shares, with a share capital contribution of Euro 1,280,194.00;

    -   Iniziativa Gestione Investimenti SGR S.p.A., with registered office in via Arco 1, Milan subscribed for 470,660 Preferred Shares,
with a share capital contribution of Euro 470,660.00;

    -   JH MBFG Holdings, LLC with registered office in 451 Jackson Street, San Francisco, USA subscribed for 188,264 Preferred Shares, with
a share capital contribution of Euro 188,264.00.

    The amounts necessary to subscribe for the capital increase were paid-in the future capital increase reserves fund, and as a result of
the resolution by MBFH's board of directors were converted to share capital, with the outstanding amount being converted in premium
reserves. 

    The Offeror also announces that as of today's date, no (i) national or international event that significantly alters the market
conditions and has a materially adverse effect on the Offer and/or on the MBFG group and the MBFG group's financial and economic condition
and prospects as described in the mid-year financial report as at and for the six-months ended 30 June 2008, and (ii) fact or event relating
to the MBFG group that had not been made known to the public on the date of the offering document and is likely to have a material adverse
effect on the MBFG group's financial and economic condition and prospects as described in the mid-year financial report as at and for the
six-months ended 30 June 2008, has occurred; and therefore the Offer is to be deemed valid.

    The financial advisor to the Offeror and the Collection Co-ordinator is Centrobanca - Banca di Credito Finanziario e Mobiliare S.p.A.;
the tax advisor is Studio Fontanesi and the legal advisor is Legance Studio Legale Associato. The financial advisor to Burani Designer
Holding N.V. is Mediobanca - Banca di Credito Finanziario S.p.A and the legal advisor is Clifford Chance.

    Mariella Burani Fashion Group (MBFG) designs, produces and distributes world wide a diversified and complementary range of Luxury
apparel, footwear, leather accessory and jewellery collections under its own brands and under license for prestigious international
designers. MBFG founded in 1960 by Walter Burani, Chairman and CEO of the Group listed in the STAR segment of the Italian stock exchange
since July, 2000, is today an internationally recognised public company with an established position in the accessible luxury goods market.
The Group's dynamic revenue growth is attributable to internal development including product diversification, brand expansion, and new
geographic market penetration. The Group has also made strategic acquisitions to capitalise on the know-how and experience developed by
niche players in the Italian apparel, knitwear, textile and leather goods sectors.  

    MBFG manages to provide top quality luxury goods at accessible prices by capitalising on the strength and flexibility provided by
Italy's industrial districts, world renown for their excellence in the development of luxury products. The Group's aim is to become one of
the leading players in the accessible luxury market worldwide by further developing its product offering, its brand portfolio, and its
global distribution network.  


    Contacts
    Carol Brumer
    Investor Relations and Strategic Development
    cbrumer@mariellaburani.com  
    Tel. (+39) 02 76420111 
    Daniela Zari 
    Corporate Communication
    dzari@mariellaburani.com
    Tel. (+39) 02 76015354

    www.mariellaburani.com 


 BDH Enquiries:

 Burani Designer Holding N.VTel:              +39 027 642 0111 or
 Carol Brumer (cbrumer@buranidh.com)          Tel: +39 348 256 1971

 Shore Capital and Corporate Limited (NOMAD)  Tel: +44 (0) 20 7408 4090
 Christian Littlewood/Dru Danford

 Citigate Dewe Rogerson                       Tel: +44 (0) 20 7638 9571
 Sarah Gestetner
 Sally Marshak
 Lindsay Noton

    www.buranidh.com

    NOTES TO EDITORS

    The BDH Group offers a complementary range of "Italian lifestyle" products and services to an international customer base. BDH is a
player in fashion apparel, leather goods and jewellery through its subsidiary Mariella Burani Fashion Group S.p.A. (MBFG), and in three
complementary business segments - beachwear & underwear, wellness spas & skincare and food design. BDH, listed on London's Alternative
Investment Market (AIM) in June 2007, focuses on growth through the acquisition and integration of quality "Italian lifestyle" businesses
and the creation of operating divisions able to benefit from scale and synergies of the BDH Group. The management believes that the in-depth
knowledge of luxury products, the value created by strategic shareholders, the skills of the BDH team management as well as the Group's
investment approach, represent a great opportunity of value creation for shareholders.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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