Offer for Share Capital of Investment in Heritage
Artisan (UK) PLC
24 November 1999
Recommended Offer for the Entire Issued Share Capital of
Investment in Heritage Plc
And Additional Listing
The Boards of Artisan (UK) plc ('Artisan') and Investment
in Heritage Plc ('IIH') announce that they have agreed
the terms of a recommended Offer for IIH to be made by
Artisan.
The consideration for IIH will be satisfied by the issue
of 9,000,000 ordinary shares in Artisan. Pursuant to the
articles and the conversion terms of the A Ordinary
Shares in IIH, the exact terms of the Offer cannot be
determined until the day on which the Offer becomes
unconditional and will be determinable based on the
market price of Artisan shares at that time.
Investment in Heritage Plc is a BES residential property
investment company. It's assets produce gross income of
circa. £150,000 per annum. It is the intention of
Artisan to liquidate these assets at the earliest
opportunity and apply the proceeds raised to Artisan's
own working capital requirements.
The Offer is conditional on;
the value of the net assets of IIH not being, when the
Offer becomes unconditional, less than £1,040,000.
valid acceptances being received in respect of not less
than 51% in nominal value of the IIH shares to which the
Offer relates;
neither the proposed acquisition of IIH by Artisan nor
any other matter arising from that acquisition being
referred to any competition authority;
admission of the Artisan shares to be issued to satisfy
the Offer to trading on the Alternative Investment Market
of the London Stock Exchange;
the Directors of Artisan being reasonably satisfied that
there has been no material adverse change in the
financial position of IIH since 1 November 1999;
IIH not having, before the Offer becomes unconditional, -
issued or agreed to issue any additional shares of
any class, or securities convertible into, or
rights, warrants or options to subscribe for any
shares;
recommended, declared, paid or made any dividend or
other distribution;
entered into any transaction, contract or commitment
(whether in respect of capital expenditure or
otherwise) which is of an onerous or unusual nature;
incurred any material indebtedness;
entered into or varied the terms of any service
agreement with any director of IIH; or
taken any action or had any order made for its
winding up, or for the appointment of a receiver,
administrative receiver or administrator.
The Directors of Artisan accept responsibility for the
information contained in this announcement and to the
best of their knowledge and belief (having taken all
reasonable care to ensure that such is the case), the
information contained in this announcement is in
accordance with the facts and does not omit anything
likely to affect the import of such information.
In addition today, the Company has issued a further
8,275,000 shares. These shares have been placed for cash
at 12.5p each to raise £1,034,375 before expenses which
the Directors intend will be used to fund, in part, the
acquisitions announced in the Interim Results released on
11 November 1999.
Application has been made to the Alternative Investment
Market of the London Stock Exchange for the admission of
the 8,275,000 new ordinary shares. The new ordinary
shares will rank pari passu with the existing ordinary
shares of the Company and it is anticipated that dealings
will commence on 29 November 1999.
Enquiries:
Artisan (UK) plc 01480 436666
Stephen Dean, Chairman Mobile 0385 938 782
Seymour Pierce Ltd. 0171 648 8700
Richard Feigen/Sarah Wharry
Boswell City Financial PR Ltd. 0171 583 2001
Glenda Boswell Mobile 0468 235 735