Offer Lapsed
May 13 2010 - 1:00AM
UK Regulatory
TIDMASTR
RNS Number : 8251L
Astaire Group Plc
13 May 2010
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
IN PART, IN OR INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
13 May 2010
Recommended Offer by Astaire Group PLC ("Astaire") for the entire issued and to
be issued ordinary share capital of Hoodless Brennan Holdings plc ("HBH")
Offer Lapsed
On 10 February 2010, Astaire announced a recommended offer for the entire issued
and to be issued share capital of HBH. On 22 April 2010, Astaire announced it
had received valid acceptances in respect of a total of 106,187,488 HBH Shares,
representing approximately 99.85 per cent. of the issued share capital of HBH
and that the Offer had become unconditional as to acceptances but remained
subject to the terms and the conditions set out or referred to in the Offer
Document posted to HBH Shareholders on 9 March 2010, including the requirement
to secure FSA's consent to Astaire being a 50 per cent. or more controller of
HBH as described under Part XIII of the FSMA ("Condition (b)").
On 13 April 2010, Astaire announced that it had become aware of potentially
irrecoverable debtor balances of up to GBP1.4 million during the audit, for the
year ending 31 December 2009, of its retail stock broking subsidiary, Rowan
Dartington & Co Limited.
The Board of Astaire has unanimously resolved that, despite having used all
reasonable efforts to ensure the satisfaction of the conditions to the Offer,
including Condition (b), this unforeseen change in circumstances is of such
material significance to Astaire in the context of the Offer that there is no
prospect whatsoever of obtaining controller consent from the FSA and that
Condition (b) to the Offer is therefore incapable of satisfaction. Accordingly,
the only appropriate course of action open to Astaire was to withdraw its
application to the FSA and, with the consent of the Panel Executive and HBH, the
Offer has now lapsed.
All acceptances of the Offer received to date are therefore of no effect and any
accepting HBH Shareholders cease to be bound by their acceptances.
HBH Shareholders' Forms of Acceptance and any share certificate(s) and/or other
document(s) of title will be returned by post within 14 days of this
announcement, at the risk of the person entitled thereto, to the person or agent
whose name and address outside a Restricted Jurisdiction is set out in the
relevant box on the Form of Acceptance or, if none is set out, to the
first-named or sole holder of his registered address outside a Restricted
Jurisdiction. No such documents will be sent to an address in any Restricted
Jurisdiction.
The expressions used in this announcement, unless the context otherwise
requires, bear the same meaning as in the Offer Document dated 9 March 2010.
Enquiries:
Astaire Group Plc Tel: 020 7448 4400
Edward Vandyk
Maitland Tel: 020 7379 5151
Neil Bennett / George Hudson
Astaire Securities plc and Fairfax I.S. plc, which are authorised and regulated
in the United Kingdom by the Financial Services Authority, are acting
exclusively for Astaire Group plc and no-one else in connection with the Offer
and will not be responsible to anyone other than Astaire Group plc for providing
the protections afforded to their respective customers, nor for providing advice
in relation to the Offer or any other matter referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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