TIDMJDR
RNS Number : 6656Y
Jourdan PLC
08 September 2009
8 September 2009
Jourdan plc
Proposed cancellation of Ordinary Shares from trading on AIM
Purchase of 1 in every 5 Ordinary Shares
at 250 pence per
share
pursuant to a Tender Offer
Waiver from provisions of Rule 9 of the Takeover Code
Following the separate announcement of its results for the year ended 30 June
2009, the Company today announces proposals for a Delisting of the Company's
shares from trading on AIM and an associated partial tender offer to enable the
Company to buy in and cancel up to 680,002 Ordinary Shares at a price of 250
pence per share. In conjunction with this, an application is being made to the
Panel for a waiver from any requirement under Rule 9 of the City Code for the
Company's Chairman, David Abell (and persons deemed to be acting in concert with
him) to make a general offer to all Shareholders by virtue of the increase in
their respective shareholdings resulting from the Tender Offer. The Proposals,
(including the Panel Waiver), are subject to approval of the Panel and also
subject to shareholder approval at a General Meeting of the Company to be
convened for 22 October 2009, the date on which the Company's forthcoming Annual
General Meeting will be held.
Further details of the Proposals are set out below. A Circular with full details
of the Proposals together with a notice convening a General Meeting to consider
the requisite Resolutions to give effect to the Proposals will be sent to
Shareholders shortly, along with the Company's Annual Report & Accounts for the
year ended 30 June 2009.
Contact:
Jourdan plc
David Abell, Chairman
Tel: 01476 403456
Charles Stanley Securities Tel: 020 7149 6000
Nominated Adviser & Broker
Russell Cook / Carl Holmes
1. Introduction
Jourdan has been quoted on the London Stock Exchange since the 1970's and its
ordinary shares were admitted to trading on AIM in October 2002. The Board has
become increasingly concerned that trading in the Company's shares has become
progressively more spasmodic. Despite the announcement on 20 February 2009 that
the results for the first six months of the current year had generated profits
some 23 per cent. higher than for the same period in 2008, and a return to
paying an interim dividend, trading activity in the Company's shares has
continued to decline. The reasons for this malaise in the trading in Jourdan's
shares, and many other similar quoted companies, has been widely discussed in
the press and elsewhere.
As a result, the Board now announces its intention to seek the authority of
Shareholders to obtain a cancellation of the Company's Ordinary Shares from
trading on AIM.
At the same time, the Company announces that it intends to offer Qualifying
Shareholders the ability to sell at least a proportion of their holding through
a Tender Offer on the basis of:
1 Ordinary Share for every 5 Ordinary Shares at 250p per share.
The Ordinary Shares acquired by the Company will be bought in for cancellation.
The Tender Offer will afford Qualifying Shareholders an opportunity to realise
some of their Ordinary Shares prior to the Delisting becoming effective and
Qualifying Shareholders may be able to realise a larger proportion of their
shareholdings depending on the extent to which other Qualifying Shareholder
participate in the Tender Offer.
The maximum number of shares to be acquired under the Tender Offer is 680,002,
which would result in a payment of up to GBP1,700,005
by the Company to participating Shareholders.
A General Meeting will shortly be convened for 10.05 a.m. on 22 October 2009 (or
as soon thereafter as the Company's Annual General Meeting convened for 10.00
a.m. that day has been concluded), at which Shareholders will be asked to
consider, and if thought fit, to approve the Resolutions in order to implement
the Proposals. Notice of the General Meeting will be set out in a Circular which
is expected to be sent to Shareholders shortly, along with the Company's Annual
Report & Accounts for the year ended June 2009.
2. Background to, and reasons for, the Delisting
(i) Rationale for the Delisting
The Directors have concluded that a resolution should be put to Shareholders to
approve a Delisting for the following reasons:
* there is a clear lack of liquidity in the Ordinary Shares of the Company which,
in the Directors' view, has contributed to the Company being undervalued;
* the bid/offer spread at which a market is made in the Company's Ordinary Shares
has perpetuated the lack of liquidity and the Directors believe this is unlikely
to be resolved, given the size of the Company and its lack of appeal to
institutional investors;
* the ability to secure new equity participation at levels which fairly reflect t
e existing equity value is significantly undermined by the low share price; and
* the costs associated with maintaining a listing on AIM are now disproportionate
to the value provided by the listing, and management expects savings arising fr
m the Delisting will amount approximately GBP100,000 per annum.
(ii) Implications of the Delisting
In view of the level of irrevocable undertakings provided in support of the
Delisting (as detailed in paragraph 6 below), the Directors expect that the
resolution to approve the Delisting will be approved. In this context, the
Company will therefore notify the London Stock Exchange of the proposed
Delisting at the time the Circular is posted to Shareholders, although in
accordance with Rule 41 of the AIM Rules, this notification will be conditional
upon the consent of not less than 75 per cent. of votes cast by Shareholders at
the General Meeting voting in favour of the Delisting.
(iii) Realisation of interests in Ordinary Shares following the Delisting
The Directors are aware that certain Shareholders may be unable or unwilling to
hold Ordinary Shares in the event that the Delisting is approved and becomes
effective. Furthermore, as presently constituted, Jourdan is cash generative and
the Company is continuing to reduce Group borrowings. In this context, the
Directors are proposing the Tender Offer so that Qualifying Shareholders have
the opportunity to realise at least some of their Ordinary Shares ahead of the
Delisting becoming effective. Qualifying Shareholders may be able to realise a
greater proportion of their Ordinary Shares pursuant to the Tender Offer
depending on the extent to which other Qualifying Shareholders take up the
Tender Offer.
To the extent that Shareholders are unable or unwilling to hold Ordinary Shares
in the Company following the Delisting becoming effective, or
wish to realise their investment in the Company beyond their participation in
the Tender Offer, such Shareholders should consider selling their interests in
the market prior to the Delisting becoming effective.
In accordance with the guidance notes on AIM Rule 41, cancellation of the
Company's listing on AIM will not take effect until at least 5 Business Days
have passed following the passing of the resolution to approve the Delisting. If
the resolution to approve the Delisting is passed at the General Meeting, it is
expected that Delisting will take effect at 7.00 a.m. on 29 October 2009.
In the event that the Delisting proceeds, there will be no market facility for
dealing in the Ordinary Shares and no price will be publicly quoted for Ordinary
Shares as from close of business on 28 October 2009. As such, interests in
Ordinary Shares are unlikely to be readily capable of sale and where a buyer is
identified, it will be difficult to place a fair value on any such sale.
It is the Board's intention currently to assess at the time of future annual
general meetings whether the Company's financial position will enable it to
propose a further buy back of Ordinary Shares and, if any such buy back is
proposed, this may provide a further opportunity for Shareholders to realise
their investment. However, any such future buy back will depend on the financial
position of the Company and may also be subject to such approvals by
Shareholders as shall be required so as to ensure that no obligation arises for
any Shareholder to make a mandatory offer under Rule 9 of the City Code. There
can be no certainty that any further buy back of shares by the Company will be
made and the Board makes no commitment in this respect.
(iv)
Risks associated with retaining an interest in the Company following the Delist
ng
In the Circular, the Directors draw to the attention of Shareholders the
following factors which should be taken into account in assessing whether or not
to retain their interests in Ordinary Shares in the event that the Delisting is
approved and becomes effective:
* as indicated
above, there will be no market facility for dealing in the Ordinary Shares and
o price will be publicly quoted for
Ordinary Shares. As such, interests in Ordinary Shares are unlikely to be readi
y capable of sale and where a buyer is identified, it will be difficult to plac
a fair value on any such sale;
* as an unquoted
company, Shareholders will no longer have the protections afforded by the AIM R
les and will only be able to rely on the protections afforded to minority
shareholders under general English law;
* the Company will no longer be subject to the rules relating to disclosure of
interests in Ordinary Shares set out in the DTR, such that it may be difficult
to ascertain the ownership of Ordinary Shares from time to time;
* the levels of transparency and corporate governance within the Company are unli
ely to be as stringent as for a company quoted on AIM;
* although at this time no employees have indicated their intention to resign in
he event that the Company is delisted, certain present or prospective employees
may be unwilling to work for an unlisted company. The loss of key employees or
n inability to attract employees in the future could act as a restraint on the
evelopment of the Company's business;
* certain existing or prospective customers and suppliers may be unwilling to tra
e or continue to trade with the Company on terms which the Company has become a
customed to trade in the event that the Company shares are no longer traded on
AIM;
* the Company's bankers may not be prepared to deal with the Company on terms to
which the Company has become accustomed in the event that the Delisting.
The above considerations are non-exhaustive and Shareholders should seek their
wn independent
advice when assessing the likely impact of the Delisting on them.
3.Current trading and prospects
The Company has today separately announced its results for the year ended 30
June 2009. Jourdan reported a turnover from continuing activities of GBP18.1
million (2008: GBP17.6 million) and achieved profit before tax on ordinary
activities of GBP1.7 million (2008: GBP2.0 million). As at 30 June 2009, Jourdan
had consolidated net assets of GBP6.2 million (2008:GBP6.5 million). Further
details are set out in that announcement.
Following the disposal of the Suncrest and Corby businesses, the Directors
believe Jourdan is well positioned to yield positive returns to Shareholders.
Whilst trading conditions remain difficult for Nelsons Labels, the medical
packaging business of Westfield and Clinipak is a clear leader in a strong
market place with excellent prospects. In addition, the Company holds valuable
property assets and has taken major steps to manage its obligations in the
pensions arena.
Trading for the year to date is satisfactory and, while the outturn for the cur
ent year cannot be certain given the
prevailing economic climate, the Board
anticipates that further progress will be made in the current year.
The Directors have recommended a final dividend of 8.0p per Ordinary Share
(2008: 8.0p per share) making a total of 12.0p per Ordinary Share (2008: 8.0p
per share) for the year. If approved the final dividend will be paid on 27
November 2009, to members on the register at 5.00 p.m. on 16 October 2009.
The Directors intend to continue the progressive dividend policy adopted in
recent years, with an dividend payments reflecting future profitability.
4.Details of the Tender Offer
In light of the proposed Delisting, the Board is proposing that the Company
should make a Tender Offer to purchase up to 680,002 Ordinary Shares,
representing approximately 20 per cent. of the Company's
current issued
ordinary share capital at 250p per share.
The Tender Offer will be open to all Qualifying Shareholders (being those
Shareholders (other than Overseas Shareholders resident in Excluded Territories)
on the Company's share register on the Record Date). Qualifying Shareholders may
participate in the Tender Offer by tendering either all or a proportion of their
registered holdings of Ordinary Shares.
Each Qualifying Shareholder will be entitled to sell under the Tender Offer on
the basis of:
1 Ordinary Share for every 5 Ordinary Shares
registered in their
name on the Record Date, rounded down to the nearest whole number of Ordinary S
ares.
Qualifying Shareholders who accept the Tender Offer and who are on the register
of members on the Dividend Entitlement Date will continue to be entitled to the
final dividend of 8.0 pence per share declared in respect of the year ended 30
June 2009 in relation to any Ordinary Shares sold pursuant to the Tender Offer.
Full details of the Tender Offer will be set out in the Circular which is
expected to be sent to Shareholders shortly.
5.Directors' intentions
David Abell and the other members of the Abell Concert Party have irrevocably
undertaken that they will not participate in the Tender Offer.
All of the other members of the Board, being the Independent Directors, have
also stated that they will not tender any of their Ordinary Shares to the Tender
Offer.
6. Irrevocable undertakings
Marnie Holdings Ltd ("MHL"), which holds 1,019,859 Ordinary Shares (representing
29.996 per cent of the Company's issued share capital) has given an irrevocable
undertaking to tender 20% of its aggregate holding of Ordinary Shares to the
Tender Offer. As such, MHL's holding will remain at 29.996 per cent of the
Company's issued share capital following the Tender Offer.
Goosgog Pty Limited ("Goosgog"), which holds 368,000 Ordinary Shares
(representing approximately 10.8 per cent of the Company's issued share capital)
has also given an irrevocable undertaking to tender 20% of its aggregate holding
of Ordinary Shares to the Tender Offer. As such, Goosgog's holding will remain
at approximately 10.8 per cent of the Company's issued share capital following
the Tender Offer.
The trustees of the Jourdan Group Pension Fund ("the Pension Fund"), who hold
160,000 Ordinary Shares (representing approximately 4.7 per cent of the
Company's issued share capital) have given an irrevocable undertaking to tender
50% of the Pension Fund's aggregate holding of Ordinary Shares to the Tender
Offer (acknowledging that this may be scaled back under the terms of the Tender
Offer). As such, the Pension Fund's holding will be between approximately 2.9
per cent and 4.7 per cent. of the Company's issued share capital following the
Tender Offer, depending on the take up of other Shareholders.
The Company has received irrevocable undertakings to vote in favour of the
Primary Resolutions from MHL, Goosgog, the Pension Fund, all of the Directors
and from the members of the Abell Concert Party in respect of all of their
respective holdings of Ordinary Shares being 2,737,359 Ordinary Shares in
aggregate, representing approximately 80.0 per cent. of the Existing Issued
Share Capital.
The Company has also received irrevocable undertakings to vote in favour of the
Waiver Resolution from the above Shareholders (other than the Abell Concert
Party) holding 1,708,008 Ordinary Shares in aggregate, representing
approximately 50.2 per cent. of the Existing Ordinary Shares and approximately
71.5 per cent, of the Existing Issued Share Capital held by those Shareholders
who are entitled to vote at the General Meeting on the Waiver Resolution. In
accordance with the requirements of the City Code, the Abell Concert Party will
not be entitled to, and have undertaken to refrain from, voting on the Waiver
Resolution at the General Meeting.
7. Rule 9 of the Takeover Code
Under Rule 9 of the Code (the "Rule 9"), any person who acquires an interest (as
defined in the Code) in shares which, taken together with shares in which he is
already interested and in which persons acting in concert with him are
interested, carry 30 per cent or more of the voting rights of a company which is
subject to the Code, is normally required to make a general offer to all the
remaining shareholders to acquire their shares.
Similarly, when any person, together with persons acting in concert with him, is
interested in shares which in the aggregate carry not less than 30 per cent of
the voting rights of such a company but does not hold shares carrying more than
50% of such voting rights, a general offer will normally be required if any
further interests in shares are acquired by any such person.
An offer under Rule 9 must be made in cash and at the highest price paid by the
person required to make the offer, or any person acting in concert with him, for
any interest in shares of the company during the 12 months prior to the
announcement of the offer.
The Abell Concert Party is deemed to be acting in concert for the purpose of the
Code. On completion of the Tender Offer, the members of the Abell Concert Party
will between them be interested in a maximum of 1,012,000 issued Ordinary
Shares, representing approximately 37.20 per cent of the Company's issued voting
share capital. A table showing the respective individual interests in
Ordinary Shares of the Abell Concert Party on completion of the Tender Offer is
set out below:-
+----------------------------+------------------+------------------+------------------+------------------+
| Name | No. of Ordinary | Percentage of | Maximum No. of | Percentage of |
| | Shares | issued share | Ordinary Shares | Ordinary Shares |
| | | capital | following Tender | following Tender |
| | | | Offer | Offer |
+----------------------------+------------------+------------------+------------------+------------------+
| David Abell | 911,500 | 26.81% | 911,500 | 33.51% |
+----------------------------+------------------+------------------+------------------+------------------+
| Simon Abell | 37,000 | 1.09% | 37,000 | 1.36% |
+----------------------------+------------------+------------------+------------------+------------------+
| Jonathan Abell | 31,000 | 0.91% | 31,000 | 1.14% |
+----------------------------+------------------+------------------+------------------+------------------+
| Kathryn Louise Abell | 17,500 | 0.51% | 17,500 | 0.64% |
+----------------------------+------------------+------------------+------------------+------------------+
| Martin Abell | 15,000 | 0.44% | 15,000 | 0.55% |
+----------------------------+------------------+------------------+------------------+------------------+
| Total | 1,012,000 | 29.76% | 1,012,000 | 37.20% |
+----------------------------+------------------+------------------+------------------+------------------+
Furthermore, the Abell Concert Party also owns options over a further 75,000
Ordinary Shares which have been granted to David Abell.
Of these options, options over 25,000 Ordinary Shares were the subject of a
waiver from the provisions or Rule 9 which was approved by shareholders on 23
April 2004. Accordingly, if these options were exercised in full (and assuming
completion of the Tender Offer and no further allotment of Ordinary Shares by
the Company), the individual interests of the Abell Concert Party would be as
set out below:-
+----------------------------+------------------+------------------+------------------+------------------+
| Name | No. of Ordinary | Percentage of | Maximum No. of | Percentage of |
| | Shares | issued share | Ordinary Shares | Ordinary Shares |
| | | capital | following Tender | following Tender |
| | | | Offer and | Offer |
| | | | exercise of | |
| | | | options | |
+----------------------------+------------------+------------------+------------------+------------------+
| David Abell | 911,500 | 26.81% | 936,500 | 34.12% |
+----------------------------+------------------+------------------+------------------+------------------+
| Simon Abell | 37,000 | 1.09% | 37,000 | 1.35% |
+----------------------------+------------------+------------------+------------------+------------------+
| Jonathan Abell | 31,000 | 0.91% | 31,000 | 1.13% |
+----------------------------+------------------+------------------+------------------+------------------+
| Kathryn Louise Abell | 17,500 | 0.51% | 17,500 | 0.63% |
+----------------------------+------------------+------------------+------------------+------------------+
| Martin Abell | 15,000 | 0.44% | 15,000 | 0.54% |
+----------------------------+------------------+------------------+------------------+------------------+
| Total | 1,012,000 | 29.76% | 1,037,000 | 37.77% |
+----------------------------+------------------+------------------+------------------+------------------+
The remaining options over a further 50,000 Ordinary Shares held by David Abell
are not subject to a waiver from the provisions of Rule 9. Consequently, for so
long as the interests of members of the Abell Concert Party equate to 30.0 per
cent or more of the voting rights of the Company, David Abell will not be able
to exercise these options without incurring an obligation to make a general
offer to all shareholders in accordance with Rule 9 if, by exercising the
options, the percentage holding of the Abell Concert Party was to be increased.
An application has been made to the Panel to grant a waiver of the obligation to
make a general offer that would otherwise arise as a result of the Tender Offer,
subject to the approval of the Independent Shareholders. Upon Panel approval the
Waiver Resolution will be proposed at the General Meeting, which will be taken
on a poll. The members of the Abell Concert Party will not be entitled to vote
on the resolution.
Following completion of Proposals, the Abell Concert Party will, in aggregate,
be interested in Ordinary Shares carrying more than 30 per cent. of the
Company's voting share capital, but will not hold Ordinary Shares carrying more
than 50 per cent. of such voting rights and (for so long as they continue to be
treated as acting in concert) any further increase in that aggregate interest in
Ordinary Shares will be subject to the provisions of Rule 9.
Further details concerning the Abell Concert Party and their respective
interests in the Company will be set out in the Circular.
The members of the Abell Concert Party have each confirmed to the Company that
they are not proposing, following any increase in their percentage interests in
Ordinary Shares or voting rights as a result of a repurchase of Ordinary Shares
by the Company pursuant to the Tender Offer, to seek any change in the
composition of the Board or the general nature of the Company's business.
The members of the Abell Concert Party have also each confirmed that their
intentions regarding the future of the Company's business, their intentions
regarding the locations of the Company's places of business and their intentions
regarding the continued employment of its employees and management (and those of
its subsidiaries) will not be altered as a result of any increase in their
percentage interests in Ordinary Shares or voting rights as a result of a
repurchase of Ordinary Shares by the Company pursuant to the Tender Offer, nor
will there be any redeployment of the fixed assets of the Company as a result of
such an increase.
9.General Meeting
It is expected that the General Meeting will be held at the offices of Bird &
Bird LLP, 15 Fetter Lane, London EC4A 1JP at 10.05 am on 22 October 2009 (or as
soon thereafter as the Annual General Meeting convened for 10.00 am that day
shall have been concluded).
10. Recommendation
The Directors believe that the Primary Resolutions are in the best interests of
Shareholders as a whole and unanimously recommend that Shareholders vote in
favour of the Primary Resolutions as they intend to do in respect of their own
shareholdings of 1,089,000 Ordinary Shares, representing approximately 32.03 per
cent. of the Company's issued share capital.
The Independent Directors, excluding David Abell (as required by the provisions
of the City Code) who have been so advised by Charles Stanley Securities,
consider that the Panel Waiver is fair and reasonable and in the best interests
of the Company and the Independent Shareholders as a whole and accordingly
unanimously recommend Shareholders to vote in favour of the Waiver Resolution.
In providing its advice, Charles Stanley Securities has taken into account the
commercial assessments of the Independent Directors.
The Independent Directors have given irrevocable undertakings to vote in favour
of the Waiver Resolution in respect of their beneficial holdings amounting, in
aggregate, to 177,500 Ordinary Shares, representing approximately 5.22 per cent.
of the existing issued share capital of the Company.
The Board is making no recommendation to Qualifying Shareholders in relation to
participation in the Tender Offer itself. Whether or not Qualifying Shareholders
decide to tender all or any of their Ordinary Shares will depend, among other
things, on their view of the Company's prospects and their own individual
circumstances, including their tax position. Qualifying Shareholders are
recommended to consult their duly authorised independent advisers and make their
own decision.
EXPECTED TIMETABLE OF EVENTS
2009
Dispatch of the CircularOn or around 17 September
Dividend Entitlement Date
5.00 p.m. on 16 October
Latest time and date for receipt of Forms of Proxy
for the General Meeting10.05 a.m. on 20 October
Latest time and date for receipt of Tender Forms5.00 p.m. on 21 October
Tender Offer closes
5.00 p.m. on 21 October
Record Date for the Tender Offer5.00 p.m. on 21 October
General Meeting10.05 a.m. on 22 October
Trading on AIM cancelled
7.00 a.m. on 29 October
Payment despatched for Ordinary Shares purchased pursuant to the Tender Offer
27 November
Balance share certificates despatched where relevant by
27 November
DEFINITIONS
+-----------------------------------------+------------------------------------------------------+
| "Abell Concert Party" | the following shareholders of the Company who are, |
| | for the purposes of the City Code, deemed to be |
| | acting in concert, being David Abell, Granite plc, |
| | Juliana Abell, Kathryn Louise Abell, Simon Abell, |
| | Jonathan Abell and Martin Abell |
+-----------------------------------------+------------------------------------------------------+
| "AIM" | a market operated by the London Stock Exchange |
+-----------------------------------------+------------------------------------------------------+
| "AIM Rules" | the rules published by the London Stock Exchange |
| | governing admission to, and the operation of, AIM |
+-----------------------------------------+------------------------------------------------------+
| "Annual Report" | the report and accounts for the year ended 30 June |
| | 2009, a copy of which will accompany the Circular |
+-----------------------------------------+------------------------------------------------------+
| "Buy-in" | the buy-in of shares by the Company |
+-----------------------------------------+------------------------------------------------------+
| "certificated" or "in certificated | an Ordinary Share for which a share certificate has |
| form" | been issued |
+-----------------------------------------+------------------------------------------------------+
| "Charles Stanley Securities" | Charles Stanley Securities, a division of Charles |
| | Stanley & Co. Ltd, Jourdans nominated adviser and |
| | broker, a member of the London Stock Exchange and |
| | authorised and regulated by the Financial Services |
| | Authority |
+-----------------------------------------+------------------------------------------------------+
| "Circular" | the circular setting out details of the Proposals, |
| | which is expected to be issued to Shareholders on or |
| | around 17 September 2009 |
+-----------------------------------------+------------------------------------------------------+
| "City Code or "Code" | the City Code on Takeovers and Mergers, as amended |
| | from time to time |
+-----------------------------------------+------------------------------------------------------+
| "Corby" | John Corby Limited, a subsidiary of the Company |
| | which conducted the Corby trouser press business |
| | prior to its sale in May 2009 |
+-----------------------------------------+------------------------------------------------------+
| "Company or "Jourdan" | Jourdan plc |
| | |
+-----------------------------------------+------------------------------------------------------+
| "David Abell" | John David Abell, Executive Chairman of the Company |
+-----------------------------------------+------------------------------------------------------+
| "Delisting" | the cancellation of admission of Shares to trading |
| | on AIM |
+-----------------------------------------+------------------------------------------------------+
| | |
+-----------------------------------------+------------------------------------------------------+
| "Dividend Entitlement Date" | the date by reference to which the entitlement of |
| | Shareholders to receive the final dividend for the |
| | year ended 30 June 2009 is to be determined, being |
| | 5.00 p.m. on 16 October 2009 |
+-----------------------------------------+------------------------------------------------------+
| "DTR" | Disclosure and Transparency Rules published by the |
| | FSA |
+-----------------------------------------+------------------------------------------------------+
| "Excluded Territories" | being, USA, Canada and Japan and any other |
| | jurisdiction in which it would be a violation of |
| | local securities law or regulations to make the |
| | Tender Offer |
+-----------------------------------------+------------------------------------------------------+
| "Existing Issued Share Capital" | the Ordinary Shares of Jourdan in issue at the date |
| | of this announcement |
+-----------------------------------------+------------------------------------------------------+
| "FSA" | the UK Financial Services Authority |
+-----------------------------------------+------------------------------------------------------+
| "General Meeting" | the General Meeting of Jourdan which is expected to |
| | be convened for 10.05 a.m. on 22 October 2009 (or as |
| | soon thereafter as the Annual General Meeting |
| | convened for 10.00 a.m. on that date shall have been |
| | concluded), notice of which will be set out in the |
| | Circular, and any adjournment thereof |
+-----------------------------------------+------------------------------------------------------+
| "Group" | Jourdan and its subsidiaries |
+-----------------------------------------+------------------------------------------------------+
| "Independent Directors" | all of the directors of the Company, other than |
| | David Abell |
+-----------------------------------------+------------------------------------------------------+
| "London Stock Exchange" | London Stock Exchange plc |
+-----------------------------------------+------------------------------------------------------+
| "Nelsons Labels" | Nelsons Labels (Manchester) Limited, a subsidiary of |
| | Jourdan |
+-----------------------------------------+------------------------------------------------------+
| "Notice of General Meeting" | the notice of General Meeting contained in the |
| | Circular |
+-----------------------------------------+------------------------------------------------------+
| "Ordinary Shares" | the ordinary shares of GBP1 each in the capital of |
| | Jourdan |
+-----------------------------------------+------------------------------------------------------+
| "Overseas Shareholders | Shareholders resident in, or citizens of, |
| | jurisdictions outside the United Kingdom |
+-----------------------------------------+------------------------------------------------------+
| "Panel" | the Panel on Takeovers and Mergers |
+-----------------------------------------+------------------------------------------------------+
| "Panel Waiver" | the waiver to be granted by the Panel of any |
| | obligation which would otherwise be imposed by the |
| | Abell Concert Party, either individually or |
| | collectively, to make a general offer to all |
| | Shareholders under Rule 9 of the City Code, as a |
| | result of market purchases made pursuant to the |
| | Tender Offer |
+-----------------------------------------+------------------------------------------------------+
| "Primary Resolutions" | the resolutions to be contained in the Notice of |
| | General Meeting to approve (i) the Delisting and |
| | (ii) the authority to buy back Ordinary Shares |
| | pursuant to the Tender Offer |
+-----------------------------------------+------------------------------------------------------+
| "Proposals" | the proposals set out in this announcement and the |
| | Circular including the Delisting, the Tender Offer |
| | and Panel Waiver |
+-----------------------------------------+------------------------------------------------------+
| "Qualifying Shareholders" | Shareholders who are entitled to participate in the |
| | Tender Offer,being a Shareholder on the Register of |
| | Members of the Company atthe Record Date who is not |
| | an Overseas Shareholder resident in any of the |
| | Excluded Territories |
+-----------------------------------------+------------------------------------------------------+
| "Record Date" | the record date for the Tender Offer, being 5.00 |
| | p.m. on 21 October 2009 |
+-----------------------------------------+------------------------------------------------------+
| "Resolutions | together, the Primary Resolution and the Waiver |
| | Resolution |
+-----------------------------------------+------------------------------------------------------+
| "Shareholder" | A holder of Ordinary Shares from time to time |
+-----------------------------------------+------------------------------------------------------+
| "Suncrest" | Tribulation Limited, a subsidiary of the Company |
| | which conducted the Suncrest Surrounds business |
| | prior to its sale in May 2008 |
+-----------------------------------------+------------------------------------------------------+
| "Tender Form" | the Tender form to be issued for use by Qualifying |
| | Shareholders in respect of Ordinary Shares held in |
| | certificated form in connection with the Tender |
| | Offer |
+-----------------------------------------+------------------------------------------------------+
| "Tender Offer" | the Invitation by the Company to Qualifying |
| | Shareholders to tender Ordinary Shares on the terms |
| | and subject to the conditions to be set out in the |
| | Circular and the Tender Form |
+-----------------------------------------+------------------------------------------------------+
| "US", "USA" or "United States" | the United States of America, each state thereof |
| | (including the district of Columbia); its |
| | territories, possessions and all areas subject to |
| | its jurisdiction |
+-----------------------------------------+------------------------------------------------------+
| "Waiver Resolution" | the resolution to be set out in the Notice of |
| | General Meeting for the purposes of approving the |
| | Panel Waiver currently being sought |
+-----------------------------------------+------------------------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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Jourdan (LSE:JDR)
過去 株価チャート
から 12 2024 まで 1 2025
Jourdan (LSE:JDR)
過去 株価チャート
から 1 2024 まで 1 2025
