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Burani Designer Holding (BRDH)

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Market Cap

€ 152.74m

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UPDATE ON PARTIAL TENDER OFFE

RNS Number : 2423C
Burani Designer Holding N.V.
28 August 2008
 



BURANI DESIGNER HOLDING N.V.


UPDATE ON PARTIAL TENDER OFFER FOR UP TO 15% SHARES IN MARIELLA BURANI FASHION GROUP



Burani Designer Holding N.V. ("BDH") (AIM: BRDH), a company offering Italian lifestyle products and services to customers world-wide, announces that its subsidiary Mariella Burani Family Holding S.p.A. ("MBFH") has today filed with Consob an Offer Document in relation to the partial tender offer (the "Offer") for up to 4,486,154 shares in its subsidiary Mariella Burani Fashion Group S.p.A ("MBFG"), which was announced on 8 August 2008.

BDH notes that in connection with the tender offer Burani Private Holding S.p.A, the controlling shareholder of BDH owning 53.3% of the share capital of BDH, has created a pledge over 22,681,145 shares of BDH (representing 30% of BDH share capital) in favour of Centrobanca S.p.A. as a guarantee for the debt facility (the "Facility") entered into by MBFG in connection with the funding of the Offer.


In addition, as a further guarantee under the Facility, BDH has created a pledge over its entire stake in MBFH (depending on the take up of the partial tender offer, BDH will hold not less than 92.5% of MBFH) and MBFH has created a pledge over its entire current stake in MBFG (equal to 60.88% of MBFG) in favour of Centrobanca S.p.A.


The full text of the announcement made by MBFH is set out below.


Pursuant to Article 102(3) and 114 of Legislative Decree No. 58, 24 February 1998, as subsequently amended (the "TUF"), we hereby give notice that at the date hereof Mariella Burani Family Holding S.p.A. (the "Offeror" or "MBFH") has transmitted to CONSOB, in accordance with the terms of Article 102(3) of the TUF, the offer document to be published jointly with the documents relating to the creation of the performance guarantees for payment of the amount due to the shareholders who accept the voluntary partial public tender offer (the "Offer") for the purchase of ordinary shares of Mariella Burani Fashion Group S.p.A. ("MBFG" or the "Issuer"). 


This notice is further to the notice dated 8 August 2008, published pursuant to Article 102(1) of the TUF, which announced the launch by MBFH of the Offer for the purchase of 4,486,154 ordinary shares of MBFG not held by it, equal to 15% of the share capital of MBFG, at a price of Euro 17.50 per share tendered, except in the event the quantity of shares tendered exceeds 15% of the share capital of the Issuer and the Offeror may purchase only a pro- rata amount of the tendered shares from each holder, in which case no money will be paid for the shares tendered but not accepted for purchase and such shares will be returned to their respective holders. 


The following are excluded from the Offer: 

  • 18,206,379 MBFG shares, equal to 60.88% of the share capital of the Issuer, owned by MBFH;

  • 5,000 MBFG shares, equal to 0.017% of the share capital of the Issuer, in which Walter Burani holds a usufruct interest and Andrea Burani holds a bare property interest;

  • 103,150 MBFG shares, equal to 0.343% of the share capital of the Issuer, owned by Walter Burani directly;

  • 257,564 treasury shares held by the Issuer equal to 0.86% of the share capital of the Issuer. 


We also hereby give notice that MBFH has provided the offer document to the Issuer.  


The financial advisor to the Offeror and the Collection Co-ordinator is Centrobanca - Banca di Credito Finanziario e Mobiliare S.p.A.; the financial advisor to Burani Designer Holding N.V. is Mediobanca - Banca di Credito Finanziario S.p.A; the tax advisor is Studio Fontanesi and the legal advisor is Legance Studio Legale Associato.


Please see the notification pursuant to Article 102(1) of the TUF dated 8 August 2008 for further details relating to the offer. 

Enquiries:
 

Burani Designer Holding N.V.
Tel: +39 027 642 0111 / +39 348 256 1971
Carol Brumer (cbrumer@buranidh.com)
 
 
 
Lehman Brothers
 
Matteo Saviotti
Tel: +44 207 102 1000
Alexander Thomas
 
 
 
Citigate Dewe Rogerson
Tel: +44 20 7638 9571
Sally Marshak
Lindsay Noton
 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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