Artisanal Sp.co Regulatory News (ART)

22 Jun 2009 15:04



22 June 2009

ARTISAN (UK) PLC

CONVERSION OF LOAN NOTES

Artisan (UK) plc ("Artisan" or "the Company"), the AIM listed house builder, commercial property developer and property investor, announces that Aspen Finance Limited ("Aspen") today served notice on the Company to convert the £1,750,000 of loan notes it holds in the Company ("the Loan Notes") into Ordinary Shares of 20 pence each in the share capital of the Company ("Ordinary Shares") at a conversion price of 34.125 pence per Ordinary Share. 

In accordance with the terms of the loan note instrument dated 1 August 2008 constituting the Loan Notes, the Company has seven days following service of the conversion notice in which to allot to Aspen the 5,128,205 new Ordinary Shares ("the New Ordinary Shares") resulting from the conversion of the Loan Notes. 

Aspen will, on allotment of the New Ordinary Shares, hold 7,551,113 Ordinary Shares, representing approximately 56.7 per cent of the Company's enlarged issued share capital. Michael Stevens, Chairman of Artisan, is beneficially interested in the Ordinary Shares held by Aspen.

As a result of this allotment, Aspen will be obliged to make an offer to all other Artisan shareholders to acquire their Ordinary Shares in accordance with Rule 9 of the City Code on Takeovers and Mergers ("the City Code") which Aspen has confirmed to the Company will be at a price of 34.125 pence per Ordinary Share.

Further announcements will be made in due course.

For further information please contact:

Company website: www.artisan-plc.co.uk

Important Dealing Notice

The attention of shareholders of Artisan is drawn to the fact that under the City Code, there are certain dealing disclosure requirements in respect of relevant securities during an offer period. An offer period is deemed to have commenced from the date of this announcement.

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, "interested" (directly or indirectly) in 1% or more of any class of "relevant securities" of Artisan, all "dealings" in any "relevant securities" of Artisan (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 business day following the date of the relevant transaction. This requirement will continue until the date on which the offer period 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 Artisan, 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 City Code, all "dealings" in "relevant securities" of Artisan by Aspen or by any of its "associates", must be disclosed by no later than 12.00 noon (London time) on the 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 City Code, which can also be found on the Takeover 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 Takeover Panel.

For the purposes of Rule 2.10 of the City Code, as at the date of this announcement, there were 8,198,658 Ordinary Shares (excluding treasury shares) in issue. The International Securities Identification Number for the Ordinary Shares is GB00B1L63P90.

If you are in any doubt as to the action that you should take with regard to Rule 8 of the City Code you are requested to contact the Takeover Panel on (020) 7382 9026 for further information.