Artisanal Sp.co Regulatory News (ART)

30 Jul 2009 14:36



THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

30 July 2009

Unconditional mandatory cash offer

by Aspen Finance Limited

under Rule 9 of the City Code 

for Artisan (UK) plc

Correction to Offer Document

The offer document relating to the unconditional mandatory cash offer by Aspen Finance Limited for Artisan (UK) plc ("Artisan") (the "Offer Document") had an error on page 7, in paragraph 6 of part 3 of the Offer Document - the Letter from the Independent Directors of Artisan.

The intention of the Independent Directors was to compare the Offer Price with the net asset value per share of Artisan at 31st December 2008, the date of its last published balance sheet, after taking into account the shares that had been issued as a result of the conversion of the Loan Notes which had occurred since that date, in order to assist shareholders in considering the Offer. However, the value of 121p per Ordinary Share quoted in the Independent Directors' letter did not reflect the increase in net assets arising from the conversion. 

Had the Loan Notes been converted on 31st December 2008, the value of Artisan's net assets at that date would have been £17.639 million, equating to a net asset value of 132p per Ordinary Share. 

This error does not affect the belief of the Independent Directors that the Offer represents a substantial discount to the Company's net asset value. Nor does it alter their published views on the merits of the Offer, as set out in the Document.

The definitions used in this announcement are contained in the Offer Document.

This announcement does not constitute, or form part of, an offer or an invitation to purchase any securities.

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 in respect of Artisan commenced on 22 June 2009.

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 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.

For the purposes of Rule 2.10 of the City Code, as at the date of this announcement, there were 13,326,863 Artisan Shares (excluding treasury shares) in issue. The International Securities Identification Number for the Artisan 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 Panel on (020) 7382 9026 for further information.

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