Artisanal Sp.co Regulatory News (ART)

6 Aug 2009 07:00



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.

6 August 2009

Unconditional mandatory cash offer

by Aspen Finance Limited

under Rule 9 of the City Code 

for Artisan (UK) plc

Offer for Artisan (UK) plc extended until, and closing at, 1.00 p.m. (London) on 19 August 2009 

Aspen announces that its unconditional mandatory cash offer to acquire all of the issued and to be issued ordinary shares of 20 pence each in the capital of Artisan not already owned by Aspen has been extended until, and will close at, 1.00 p.m. (London time) on 19 August 2009 (the "Second Closing Time"). 

Immediately prior to the announcement of the Offer, Aspen held 7,551,113 Ordinary Shares, representing approximately 56.6 per cent. of Artisan's Issued Share Capital.

As at 1.00 p.m. (London time) yesterday, on 5 August 2009, the first closing date of the Offer (the "First Closing Time"), Aspen had received valid acceptances of the Offer in respect of 1,561,670 Artisan Shares, representing approximately 11.7 per cent. of Artisan's Issued Share Capital. None of the acceptances were received from persons acting in concert with Aspen or were in respect of Artisan Shares which were subject to an irrevocable commitment or a letter of intent procured by Aspen or any of its associates (no such irrevocable commitment or letter of intent having been procured).

Settlement of the consideration due under the Offer in respect of valid acceptances which have been received prior to the First Closing Time and are valid and complete in all respects will be dispatched on or before 19 August 2009.

Artisan Shareholders who wish to accept the Offer and have not yet done so are urged to do so in the manner set out in the Offer Document and, if they hold Artisan Shares in certificated form, deliver a Form of Acceptance in accordance with the instructions set out thereon and in the Offer Document as soon as practicable and in any event by no later than 1.00 p.m. on 19 August 2009, the next closing date for the Offer. It is expected that settlement of the consideration due under the Offer in respect of valid acceptances which have been received after the First Closing Time but prior to the Second Closing Time and are valid and complete in all respects will be dispatched on or before 2 September 2009.

Save as disclosed in the Offer Document, neither Aspen nor any persons acting or deemed to be acting in concert with it held any Artisan Shares or rights over any Artisan Shares prior to the Offer Period and neither Aspen nor persons acting or deemed to be acting in concert with Aspen have acquired or agreed to acquire any Artisan Shares (or rights over any Artisan Shares) since the commencement of the Offer Period other than pursuant to valid acceptances of the Offer.

Neither Aspen or any person acting in concert with Aspen has any short position (whether conditional or absolute and whether in the money or otherwise) in respect of Artisan Shares, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery.

Neither Aspen, nor any person acting in concert with Aspen has any outstanding irrevocable commitment or letter of intent in relation to Artisan Shares and neither Aspen, nor any person acting in concert with Aspen, has borrowed or lent any relevant securities of Artisan. 

Terms defined in the offer document dated 15 July 2009 (the "Offer Document") have the same meaning in this announcement unless the context otherwise requires.

A copy of the Offer Document and a copy of this announcement are both available on the following website: http://www.altium.co.uk/aspen/aspen.asp

The Offer is not being made, directly or indirectly, and this announcement should not be sent, in or into the United States, Canada, Australia, Japan or the Republic of South Africa or any other Restricted Jurisdiction by use of the mail or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, any of these jurisdictions (including, without limitation, post, facsimile transmission, telex and telephone) and doing so may render invalid any purported acceptance. Any person (including, without limitation, custodians, nominees and trustees) who may have contractual or legal obligations, or may otherwise intend, to forward this announcement should read the relevant provisions of the Offer Document (once published) before taking any action. In particular, the availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. 

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

This announcement has been made by Aspen.

Enquiries:

Altium, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Aspen and for no-one else in connection with the Offer and will not be responsible to anyone other than Aspen for providing the protections afforded to clients of Altium nor for providing advice in relation to the Offer, the contents of this announcement, the Offer Document or the Form of Acceptance.