TIDMLEE
RNS Number : 1138G
Randotte (No. 555) Limited
26 June 2012
26 June 2012
Randotte (No.555) Limited ("Randotte")
Update on offer for Lees Foods plc ("Lees")
Further to the announcement by Lees on 22 June 2012, which
advised that the hearing of the petition of the Court to sanction
the Scheme, authorise the Re-registration and confirm the Capital
Reduction ("Court Hearing") has been reset for 10:30am on 26 June
2012, Randotte would like to provide the following update.
In the Scheme Document dated 19 April 2012, It was stated:
"The Randotte Directors have confirmed that they have no current
plans to make any material change in the conditions of employment
of the Lees group's management and employees following the Scheme
becoming effective and have no current plans to change the current
strategy of Lees, its fixed assets or the location of Lees'
operational places of business."
The Randotte Directors would like to confirm that the current
strategy does not include a disposal of the Lees business and
undertake that the Lees business will not be sold to a third party
in the 24 months following the Scheme becoming effective.
The Randotte Directors would also like to confirm that no formal
third party approaches or offers have been made for Lees since it
admitted to trading on AIM in 2005.
Randotte will write to the Lees shareholders in the terms of
this announcement. A copy of this letter is available to view at:
http://www.corporatesonline.com/leesfoods/schemedocuments.html
.
Capitalised terms not otherwise defined, shall have the same
meanings as set out in the scheme document sent to shareholders on
19 April 2012.
Enquiries:
Randotte (NO. 555) Limited 01236 441600
David Simson
Grant Thornton UK LLP 020 7383 5100
Financial Adviser to Randotte
(No. 555) Limited
Philip Secrett, Colin Aaronson
or David Hignell
Lees Foods Plc 01236 441600
Clive Miquel
Shore Capital and Corporate 020 7408 4090
Limited
Financial Adviser to Lees
Foods Plc
Stephane Auton or Patrick
Castle
Shore Capital and Corporate Limited, which is authorised and
regulated in the United Kingdom by the FSA, is acting exclusively
for Lees and for no one else in connection with the Acquisition and
will not be responsible to anyone other than Lees for providing the
protections afforded to clients of Shore Capital and Corporate
Limited nor for providing advice in relation to the Acquisition or
any other matter or arrangement referred to in this
announcement.
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the FSA, is acting exclusively for Randotte and
for no one else in connection with the Acquisition and will not be
responsible to anyone other than Randotte for providing the
protections afforded to clients of Grant Thornton UK LLP nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this announcement.
Important information
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe, any applicable
restrictions or requirements. Any failure to comply with such
restrictions may constitute a violation of the securities laws of
any such jurisdiction. This announcement has been prepared for the
purposes of complying with UK law, the Code and the AIM Rules and
the information disclosed may not be the same as that which would
have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any other
jurisdiction.
The availability of this announcement to persons who are not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Persons who are not so resident should
inform themselves about and observe any applicable requirements in
those jurisdictions.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities or a solicitation of an
offer to buy any securities pursuant to this announcement or
otherwise in any jurisdiction in which such offer or solicitation
is unlawful.
The statements contained herein are made as at the date of this
announcement, unless some other time is specified in relation to
them, and service of this announcement shall not give rise to any
implication that there has been no change in the facts set forth
herein since such date. Nothing contained in this announcement
shall be deemed to be a forecast, projection or estimate of the
future financial performance of Lees or the Lees Group, except
where otherwise stated.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any
class of relevant securities of an offeree company or of any paper
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an "Opening Position Disclosure"
following the commencement of the offer period and, if later,
following the announcement in which any paper offeror is first
identified.
An "Opening Position Disclosure" must contain details of the
person's interests and short positions in, and rights to subscribe
for, any "relevant securities" of each of the offeree company and
any paper offeror.
An "Opening Position Disclosure" by a person to whom Rule 8.3(a)
of the Code applies must be made by no later than 3.30 p.m. (London
time) on the 10th business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th business day following the announcement
in which any paper offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
paper offeror prior to the deadline for making an "Opening Position
Disclosure" must instead make a "Dealing Disclosure".
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of "relevant
securities" of the offeree company or of any paper offeror must
make a "Dealing Disclosure" if the person deals in any "relevant
securities" of the offeree company or of any paper offeror. A
"Dealing Disclosure" must contain details of the "dealing"
concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any paper offeror, save to the extent that
these details have previously been disclosed under Rule 8 of the
Code. A "Dealing Disclosure" by a person to whom Rule 8.3(b) of the
Code applies must be made by no later than 3.30 p.m. (London time)
on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
"interest" in "relevant securities" of an offeree company or a
paper offeror, they will be deemed to be a single person for the
purpose of Rule 8.3 of the Code.
"Opening Position Disclosures" must also be made by the offeree
company and by any paper offeror and "Dealing Disclosures" must
also be made by the offeree company, by any paper offeror and by
any persons acting in concert with any of them (see Rules 8.1, 8.2
and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Terms in quotation marks are defined in the 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 of the Code, you should contact an independent financial adviser
authorised by the FSA under FSMA or consult the Panel's website at
www.thetakeoverpanel.org.uk or contact the Panel on telephone
number +44 (0)20 7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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