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Date/Time	Headline	Source
1
05-11-09	Abbeycrest PLC - Holding(s) in Company	RNS
RNS Number : 0555C Abbeycrest PLC 05 November 2009 5 November 2009 Abbeycrest plc ("Abbeycrest" or the "Company") Disclosure of Interest in Shares Rensburg Sheppards Investment Management Limited ("RSIM") today informed the board of Abbeycrest that on 4 October 2009, certain of its clients' beneficial holdings of ordinary shares of 1 pence each in the issued share capital of the Company ("Ordinary Shares") were transferred into nominee companies wholly owned by RSIM. As a result of this transfer, RSIM now holds a notifiable interest in the Company's issued share capital. RSIM's notifiable interest is in respect of 2,629,000 Ordinary Shares, representing 3.57% of the Company's total voting rights of 73,548,641. Ends - For further information: Abbeycrest plc `Graham Partridge, Group Finance & Operations Tel: +44 (0) 113 3970 864` Director `www.abbeycrest.co.uk` Evolution Securities Limited `Joanne Lake / Peter Steel Tel: +44 (0) 113 243 1619` `www.evosecurities.com` This information is provided by RNS The company news service from the London Stock Exchange END HOLZELFBKFBEFBL More
28-10-09	Abbeycrest PLC - Doc re. Interim Financial Statements 2009	RNS
This news article is displayed preformatted as it may contain results tables RNS Number : 5348B Abbeycrest PLC 28 October 2009 For Immediate Release 28 October 2009 Abbeycrest plc - Doc re Interim Financial Statements 2009 The Board of Abbeycrest plc would like to notify the market of the following information: The Condensed Consolidated Interim Financial Statements of Abbeycrest plc for the six months ended 31 August 2009 have now been sent to shareholders and submitted to the UK Listing Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility which is situated at: Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7066 1000 The Interim Financial Statements 2009 can also be viewed on the company's website at www.abbeycrest.co.uk. ENDS For further information: Abbeycrest plc Graham Partridge Group Finance and Operations Director Tel: +44(0) 113 397 0864 This information is provided by RNS The company news service from the London Stock Exchange END DOCEVLFLKBBFFBK More
23-10-09	Abbeycrest PLC - Interim Results	RNS
This news article is displayed preformatted as it may contain results tables RNS Number : 2622B Abbeycrest PLC 23 October 2009 23 October 2009 Abbeycrest plc ("Abbeycrest" or "the Group") Interim Results Abbeycrest plc, (LSE: ACR) a leading international jewellery designer and manufacturing company, today announces its unaudited interim results for the six months ended 31 August 2009. Highlights * In line with strategy, revenue down by 24% to �17.9m (2008: �23.5m) * Operating profit pre-exceptional items of �0.2m (2008: �nil m) * Exceptional operating profit of �1.5m (2008: exceptional costs of �1.2m) * Post-exceptional items pre-tax profit of �1.3m (2008: �2.2m loss) * Reduced inventory by 40% to �8.5m (2008: �14.2m) * Reduced net debt by 37% to �8.1m (2008: �12.8m) * Share placement announced in August 2009 successfully completed Commenting on the interim results, Simon Ashton, Executive Chairman of Abbeycrest, said: "I am pleased to report that the Group's results are in line with management expectations. Whilst this is encouraging, the key selling season for the Group is the period up to Christmas and, as ever, our performance for the full year will largely be dependent upon retail market conditions during this time, both in the UK and overseas." - Ends - For further information: Abbeycrest plc Simon Ashton, Executive Chairman Tel:+44 (0) 113 3970 865 www.abbeycrest.co.uk Evolution Securities Limited Joanne Lake / Peter Steel Tel: +44 (0)113 243 1619 joanne.lake@evosecurities.com www.evosecurities.com Media enquiries: Abchurch Communications Sarah Hollins / Stephanie Cuthbert / Mark Dixon Tel: +44 (0) 20 7398 7729 mark.dixon@abchurch-group.com www.abchurch-group.com Chairman's Interim Statement Business Review I am pleased to advise shareholders that the Group achieved a profit after taxation for the period of �1.3m compared to a loss after taxation for the period to 31 August 2008 of �2.3m and a loss after taxation for the year ended 28 February 2009 of �10.2m. This result, which was heavily impacted by the exceptional operating profit for the period explained in further detail below, has been achieved on the planned, reduced revenue for the period of �17.9m compared to a revenue for the period ended 31 August 2008 of �23.5m and a revenue for the year ended 28 February 2009 of �53.1m. The Group made an operating profit for the period of �1.7m compared to an operating loss for the period to 31 August 2008 of �1.1m and an operating loss for the year ended 28 February 2009 of �7.1m. The Group's results include an exceptional operating profit for the period of �1.5m as a result of the agreement with its landlord to grant an option to break the lease at the Group's former Head Office premises at Wilmington Grove in Leeds, in September 2011. During the period ended 31 August 2008 the Group incurred exceptional operating costs of �1.2m and for the year ended 28 February 2009 it incurred exceptional operating costs of �8.2m as part of the Straight Edge restructuring programme, originally outlined in the Annual Report and Financial Statements 2008. As a consequence and as a result of the Group's strategy to improve operating margins, the Group made an operating profit, pre exceptional profits, for the period of �0.2m compared to an operating profit, pre exceptional losses, for the period to 31 August 2008 of �nil m and an operating profit, pre exceptional losses, for the period ended 28 February 2009 of �1.1m. I would like to remind shareholders that the key elements of the Straight Edge restructuring programme were: i) achieving an improvement in underlying profitability; ii) implementing step change reductions in working capital and net debt; and iii) restructuring the business and the management team. I am therefore happy to inform shareholders of on-going developments on all points. As can be determined from the above results the break-even point of the Group has been significantly lowered. Inventories as a key determinant of working capital have been reduced by 40% at the end of the period to �8.5m compared to �14.2m at 31 August 2008 as a result of tighter management controls along with the on-going reduction in the number of stock-keeping units held by the Group. This further reduction in inventory has enabled net debt in the period to fall to �8.1m at the end of the period compared to �12.8m at 31 August 2008. In addition, as previously advised, the Group's board has been strengthened through the recruitment of two new main board directors: Graham Partridge was appointed as Group Finance and Operations Director on 23 March 2009 and Nick Hamley as Group Sales and Marketing Director on 8 May 2009. The Group continues to build for the future through its Leading Edge programme which was outlined in the Annual Report and Financial Statements 2008. The key elements of the Leading Edge programme are to: i) distil the existing Abbeycrest operations supplying mainstream global markets into an Essentials division, targeting fewer customers with more focussed ranges; ii) create a Brands division, incorporating Brown & Newirth, to grow higher end market share with branded jewellery collections; and iii) shift the Group's thinking from "sell what we make" to "make what will sell" underpinned by new product development driven by market trends and consumer research. The Group has now invested in Global Edge, its new brands portfolio business, and has launched three new jewellery collections - Gorgeous Gold�, Fluid�, and Osare�. It has also recruited a new sales team, all with branded sales experience. This phase remains in its early stages; however, the directors believe that moving the Group's portfolios towards less price-sensitive segments of the market is a positive direction to take in these uncertain economic times. In order to support the Group's future development, repay the initial instalment of �0.75m due at the end of September to the Group's junior creditor Agilo Master Fund Limited and reduce debt still further, the Group announced on 28 August 2009, its intention to raise �1.7m net of costs from a share placement. With the support of certain existing shareholders and some new shareholders this was successfully achieved and approved by shareholders on 23 September 2009. The Group's shareholder base has been both broadened and deepened following significant new investments by certain major institutions including Gartmore Fund Managers and we would like to welcome all new shareholders and thank existing shareholders for their support in these challenging times. There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected historical results. The directors do not consider that there have been any material adverse changes to the principal risks and uncertainties included in the publication of the annual report for the year ended 28 February 2009. A detailed explanation of the risks relevant to the Group is on pages 14 to 17 of the annual report which is available at www.abbeycrest.co.uk. The Group's performance during the first half of the year has been in-line with management expectations. Whilst this is encouraging, the key selling season for the Group is the period up to Christmas and, as ever, our performance will be dependent upon retail market conditions during this time, both in the UK and overseas. Simon Ashton Executive Chairman Condensed Consolidated Interim Income Statement For six months ended 31August 2009 Six months Six months Year to to 31 August to 31 August 2008 28 February 2009 Unaudited 2009 Unaudited Audited �'000 �'000 �'000 Note Revenue 4 17,852 23,529 53,052 Operating costs 2 (16,143) (24,676) (60,168) ------------ ------------ ------------ Operating profit/(loss) 1,709 (1,147) (7,116) Finance income - 6 6 Finance costs (451) (1,072) (3,021) ----------- ------------ ------------ Profit/(loss) before taxation 1,258 (2,213) (10,131) ------------ ------------ ------------ ---------------------------------------------------------------------------------------------------------------------- ------------------------------------- Analysis of profit/(loss) before taxation Loss before taxation and exceptional items (241) (1,023) (984) Exceptional items - operating 2 1,499 (1,190) (8,191) costs Exceptional items - finance 2 - - (956) costs ------------ ------------ ------------ Profit/(loss) before taxation 1,258 (2,213) (10,131) ======= ======= ======= ---------------------------------------------------------------------------------------------------------------------- ------------------------------------- Tax charge - (43) (58) ------------ ------------ ------------ Profit/(loss) for the period 1,258 (2,256) (10,189) attributable to equity holders ======= ======= ======= of the parent Profit/(loss) per share - 3 4.4p (8.3)p (36.6)p basic and diluted Condensed Consolidated Statement of Comprehensive Income For six months ended 31August 2009 Six months Six months Yearto to 31 August to 31 August 2008 28 February 2009 Unaudited 2009 Unaudited �'000 Audited �'000 �'000 Profit/(loss) for the period 1,258 (2,256) (10,189) ------------ ------------ ------------ Other comprehensive (costs)/income Cash flow hedges: Losses recognised directly in - (1) (1) equity Exchange (losses)/gains on (770) 9 1,641 retranslation of foreign ------------ ------------ ------------ operations Other comprehensive (770) 8 1,640 (costs)/income ------------ ------------ ------------ Total comprehensive 488 (2,248) (8,549) income/(costs) for the period ======= ======= ======= attributable to equity holders of the parent Consolidated Statement of Changes in Equity For six months ended 31August 2009 Share capital Share premium Merger reserve Foreign exchange Hedging reserve Retained earnings Total reserve �'000 �'000 �'000 �'000 �'000 �'000 �'000 Balance at 1 March 2009 2,922 5,665 199 2,424 - (4,776) 6,434 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Profit for the period - - - - - 1,258 1,258 Cash flow hedges: Exchange losses on retranslation of foreign operations - - - (770) - - (770) ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total comprehensive income for the period - - - (770) - 1,258 488 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balance at 31 August 2009 (unaudited) 2,922 5,665 199 1,654 - (3,518) 6,922 ======= ======= ======= ======= ======= ======= ======= Share capital Share premium Merger reserve Foreign exchange Hedging reserve Retained earnings Total reserve �'000 �'000 �'000 �'000 �'000 �'000 �'000 Balance at 1 March 2008 2,662 5,619 199 783 1 5,413 14,677 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Loss for the period - - - - - (2,256) (2,256) Cash flow hedges: Losses recognised directly in - equity - - - - (1) (1) Exchange gains on retranslation of foreign operations - - - 9 - - 9 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total comprehensive income for the period - - - 9 (1) (2,256) (2,248) ------------ ------------ ------------ ------------ ------------ ------------ ------------ Issue of share capital 260 46 - - - - 306 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balance at 31 August 2008 (unaudited) 2,922 5,665 199 792 - 3,157 12,735 ======= ======= ======= ======= ======= ======= ======= Share capital Share premium Merger reserve Foreign exchange Hedging reserve Retained earnings Total reserve �'000 �'000 �'000 �'000 �'000 �'000 �'000 Balance at 1 March 2008 2,662 5,619 199 783 1 5,413 14,677 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Loss for the period - - - - - (10,189) (10,189) Cash flow hedges: Losses recognised directly in equity - - - - (1) - (1) Exchange gains on retranslation of foreign operations - - - 1,641 - - 1,641 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Total comprehensive income for the period - - - 1,641 (1) (10,189) (8,549) ------------ ------------ ------------ ------------ ------------ ------------ ------------ Issue of share capital 260 46 - - - - 306 ------------ ------------ ------------ ------------ ------------ ------------ ------------ Balance at 28 February 2009 (unaudited) 2,922 5,665 199 2,424 - (4,776) 6,434 ======= ======= ======= ======= ======= ======= ======= Condensed Consolidated Interim Balance Sheet As at 31 August 2009 31 August 31 August 28 February 2009 2008 2009 Unaudited Unaudited Audited �'000 �'000 �'000 Note Assets Non-current assets Goodwill 1,880 1,880 1,880 Other intangible assets 336 197 398 Property, plant and equipment 4,089 4,567 4,677 Deferred tax assets 102 73 102 ------------ ------------ ------------ 6,407 6,717 7,057 ======= ======= ======= Current assets Inventories 8,519 14,192 9,344 Trade and other receivables 7,222 11,587 10,703 Cash and cash equivalents 233 603 99 ------------ ------------ ------------ 15,974 26,382 20,146 ======= ======= ======= Liabilities Current liabilities Borrowings (8,193) (13,214) (7,811) Trade and other payables (5,559) (6,995) (9,010) Corporation tax - - (197) ------------ ------------ ------------ (13,752) (20,209) (17,018) ======== ======== ======= Net current assets 2,222 6,173 3,128 Non-current liabilities Borrowings (143) (155) (251) Provisions 6 (1,564) - (3,500) ------------ ------------ ------------ (1,707) (155) (3,751) ------------ ------------ ------------- Net assets 6,922 12,735 6,434 ======= ======= ======= Shareholders' equity Share capital 2,922 2,922 2,922 Share premium account 5,665 5,665 5,665 Merger reserve 199 199 199 Cumulative translation 1,654 792 2,424 reserves Retained earnings (3,518) 3,157 (4,776) ------------ ------------ ------------ Total shareholders' equity 6,922 12,735 6,434 ======= ======= ======= Condensed Consolidated Interim Cash Flow Statement For six months ended 31August 2009 Six months to 31 Six months to Year to August 31 August 28 February 2009 2008 2009 Unaudited Unaudited Audited �'000 �'000 �'000 Note Cash flow from operating activities Profit/(loss) after tax 1,258 (2,256) (10,189) Tax charge - 43 58 Depreciation and amortisation 436 464 951 Loss on sale of tangible fixed - - 199 assets Finance costs 451 1,072 1,457 Finance income - (6) (6) ------------ ------------ ------------ 2,145 (683) (7,530) Decrease in inventories 824 1,220 6,568 Decrease/(increase) in 3,253 (517) 595 receivables (Decrease)/increase in (5,718) (171) 5,785 payables Finance costs paid (451) (1,072) (1,457) Taxation paid (66) - (160) ------------- ------------- ------------- Net cash (outflow)/inflow from (13) (1,223) 3,801 operating activities ======= ======= ======= Cash flow from investing activities Purchase of property, plant (84) (276) (441) and equipment Finance income received - 6 6 Purchase of intangible fixed (43) - (56) assets ----------- ----------- ------------ Net cash used in investing (127) (270) (491) activities ======= ======= ======= Cash flow from financing activities Issue of ordinary shares - 306 306 Proceeds of borrowings 318 2,904 225 Repayment of borrowings - - (3,288) Leased gold facility movement 88 (1,996) (1,241) Capital element of finance (270) (88) (160) lease rental payments ------------ ------------ ------------ Net cash generated from/(used 136 1,126 (4,158) in) financing activities ======= ======= ======= Net decrease in cash (4) (367) (848) Cash and cash equivalents at (118) 730 730 beginning of period ------------ ------------ ------------ Cash and cash equivalents at (122) 363 (118) end of period ======= ======= ======= Cash and bank overdrafts comprise: Cash and cash equivalents in 233 603 99 the balance sheet Bank overdrafts (355) (240) (217) ------------ ------------ ------------ (122) 363 (118) ======= ======= ======= Notes to the Condensed Consolidated Interim Financial Statements For the six months ended 31 August 2009 1 Basis of preparation 1.1 Reporting entity The condensed consolidated interim financial statements of Abbeycrest plc (the "Company") as at and for the six months ended 31 August 2009 comprises the Company and its subsidiaries (the "Group"). These primary statements and selected notes comprise the unaudited condensed consolidated interim financial results of Abbeycrest plc for the six months ended 31 August 2009 and 2008. The financial information for the year ended 28 February 2009 does not comprise statutory accounts within the meaning of Section 240 of the Companies Act 1985. Statutory accounts for the year ended 28 February 2009 were approved by the Board of Directors on 25 June 2009. The auditors' report on those accounts was unqualified and did not contain a statement under section 237(2)-(3) of the Companies Act 1985. The auditors' report did include reference to the material uncertainty in respect of the requirement for the Group to raise additional financing in excess of �1.7m before September 2009 and for the Group to agree a time to pay application with HM Revenue and Customs to which the auditors drew attention by way of emphasis without qualifying their report. The Company announced its intention to raise �1.7m net of costs from a share placement on 28 August 2009 which was successfully achieved and approved by shareholders on the 23 September 2009. In addition the company has now agreed a time to pay application with HM Revenue and Customs. The consolidated financial statements of the Group as at and for the year ended 28 February 2009 are available upon request from the Company's registered office at 4100 Park Approach, Thorpe Park, Leeds, LS15 8GB or via the Company's website at www.abbeycrest.co.uk. 1.2 Statement of compliance The directors, Simon Ashton, Graham Partridge, Nick Hamley and Albert Cheesebrough, confirm that to the best of their knowledge: * the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU; * the interim management report includes a fair review of the information required by: a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so. These condensed consolidated interim financial statements were approved by the Board of Directors on 22 October 2009. These condensed consolidated interim financial statements have been neither audited nor reviewed pursuant to guidance issued by the Auditing Practices Board. 1.3 Changes in accounting policies The interim financial statements have been prepared under the same accounting policies as last year except that in the current financial year, the Group has adopted IAS 1, "Presentation of Financial Statements" (Revised), IFRS 8, "Operating segments" and the amendments to IFRS 2, "Share-based payments: vesting conditions and cancellations". IAS 1 Presentation of Financial Statements (Revised) includes the requirement to present a Statement of Changes in Equity as a primary statement and introduces the possibility of either a single Statement of Comprehensive Income (combining the Income Statement and a Statement of Comprehensive Income) or to retain the Income Statement with a supplementary Statement of Comprehensive Income. The second option has been adopted by Abbeycrest plc. As this standard is concerned with presentation only it does not have any impact on the results or net assets of the Group. IFRS 8, Operating Segments requires operating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker ("CODM"). By contrast IAS 14, "Segmental Reporting" required business and geographical segments to be identified on a risks and rewards approach. The business segmental reporting bases used by the Company in previous years are those which are reported to the CODM, so the changes to the segmental reporting for 2009 are in respect of the additional disclosure only. Comparatives have been restated. Amendment to IFRS 2, "Share-based payments: vesting conditions and cancellations" results in an immediate acceleration of the IFRS 2 expense that would otherwise have been recognised in future periods should an employee decide to stop contributing to the savings plan. Management has concluded that so far there has been no impact on the results of the Group as a result of this amendment. 1.4 Estimates The preparation of the interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of the uncertainty of estimations were the same as those that applied to the consolidated financial statements as at and for the year ended 28 February 2009. 2 Exceptional items Operating costs include the following exceptional income and costs: Six months to Six months to Year to 31 August 31 August 28 February 2009 2008 2009 Unaudited Unaudited Audited �'000 �'000 �'000 Exceptional items - operating costs Re-organisation costs - 929 - Stock reduction programme - 261 2,386 Group restructuring (1,499) - 5,805 ------------ ------------ ------------ (1,499) 1,190 8,191 ------------ ------------ ------------ Exceptional items - finance costs Re-financing costs - - 956 ------------ ------------ ------------ Total exceptional (1,499) 1,190 9,147 (income)/costs ======= ======= ======= The re-organisation costs relate to redundancy, professional and other costs arising from the fundamental review of the Group's business and structure. The stock reduction programme relates to a stock clearance and liquidation programme associated with the Group's strategic withdrawal from relationships with certain of its UK customers as part of the downsizing of the operations in Leeds. The Group restructuring costs for the year ended 28 February 2009 relate to redundancy related costs and a substantial onerous lease provision arising from the decision to vacate the Group's premises in Leeds. During the six months ended 31 August 2009 management negotiated a break clause in the onerous lease which has resulted in an exceptional profit for the period (note 6). 3 Profit/(loss) per share Basic profit/(loss) per share and diluted earnings per share have been calculated using the weighted average number of shares in issue during the period of 28,623,641 (2008: 27,083,424). 4 Segmental analysis The Group operates in the reportable segments shown below. The following shows the revenue and results by reportable segment in the six months ended 31 August 2009: Essentials division Brands division Total Unaudited Unaudited Unaudited �'000 �'000 �'000 Revenue 10,831 7,021 17,852 ------------ ------------ ------------ Segment result 359 417 776 ------------ ------------ ------------ Unallocated income 933 Finance costs (451) ------------ Profit before income tax 1,258 Tax charge - ------------ Profit for the period 1,258 ======= Unallocated income relates to central costs and income. Segmental assets as at 31 August 2009 were as follows: Essentials division Brands division Unallocated Reconciliation Total Unaudited Unaudited Unaudited Unaudited �'000 �'000 �'000 �'000 �'000 Total assets 30,319 16,335 20,975 (45,248) 22,381 ======= ======= ======= ======= ======= The reconciling items relate to the elimination of intercompany balances and fixed asset investments on consolidation. The following shows the revenues and results by reportable segment in the six months ended 31 August 2008: Essentials division Brands division Total Unaudited Unaudited Unaudited �'000 �'000 �'000 Revenue 16,238 7,291 23,529 ------------ ------------ ------------ Segment result (1,047) 874 (173) ------------ ------------ ------------ Unallocated costs (974) Finance income 6 Finance costs (1,072) ------------ Loss before income tax (2,213) Tax charge (43) ------------ Loss for the period (2,256) ======= Unallocated costs relate to central costs. Segmental assets as at 31 August 2008 were as follows: Essentials division Brands division Unallocated Reconciliation Total Unaudited Unaudited Unaudited Unaudited �'000 �'000 �'000 �'000 �'000 Total assets 40,942 14,968 21,847 (44,658) 33,099 ======= ======= ======= ======= ======= The reconciling items relate to the elimination of intercompany balances and fixed asset investments on consolidation. The following shows the revenues and results by reportable segment in the year ended 28 February 2009: Essentials division Brands division Total Unaudited Unaudited Unaudited �'000 �'000 �'000 Revenue 41,510 11,542 53,052 ------------ ------------ ------------ Segment result (2,452) 388 (2,064) ------------ ------------ ------------ Unallocated costs (5,052) Finance income 6 Finance costs (3,021) ------------ Loss before income tax (10,131) Tax charge (58) ------------ Loss for the period (10,189) ======= Unallocated costs relate to central costs. Segmental assets as at 28 February 2009 were as follows: Essentials division Brands division Unallocated Reconciliation Total Unaudited Unaudited Unaudited Unaudited �'000 �'000 �'000 �'000 �'000 Total assets 36,599 13,112 24,254 (46,762) 27,203 ======= ======= ======= ======= ======= The reconciling items relate to the elimination of intercompany balances and fixed asset investments on consolidation. 5 Property plant and equipment Acquisitions and disposals During the six months ended 31 August 2009 the Group purchased property, plant and equipment with a cost of �84,000 (six months to 31 August 2008: �133,000). Capital commitments At 31 August 2009 the Group had no capital commitments (2008: �nil). 6 Provisions for liabilities and charges Six months to Six months to Year to 31 August 31 August 28 February 2009 2008 2009 Unaudited Unaudited Audited �'000 �'000 �'000 Onerous lease provision At 1 March 2009 3,500 - - (Credited)/charged to the (1,936) - 3,500 income statement ------------ ------------ ------------ At 31 August 2009 1,564 - 3,500 ======= ======= ======= The Group had a tenancy agreement for property at Wilmington Grove, Leeds which did not expire until June 2021. As part of the reorganisation of the UK business during the year ended 28 February 2009, a decision was made to vacate the premises and management considered the tenancy agreement to be onerous. Management have negotiated a break clause for September 2011 and have reassessed the onerous lease provision. Management have assessed the obligations under the tenancy agreement and associated unavoidable costs of �1.7m. Management have not included any income against the cash outflows due to the sub-lease potential being assessed as low. The net cash outflows have been discounted at a rate of 4.5%, considered to be the markets current assessment of the time value of money. 7 Seasonality of operations The Group is subject to seasonal fluctuations, particularly the effect of Christmas. As a consequence the first half year typically results in lower revenues than the second half year. The Group attempts to minimise the seasonal impact through the management of inventories to meet demand. 8 Post balance sheet events The Group announced its intention to raise �1.7m net of costs from a share placement on 28 August 2009. With the support of certain existing shareholders and the support of new shareholders this was successfully achieved and approved by shareholders on 23 September 2009. -ENDS- This information is provided by RNS The company news service from the London Stock Exchange END IR EAKEAAAANFFE More
06-10-09	Abbeycrest PLC - Holding(s) in Company	RNS
RNS Number : 3452A Abbeycrest PLC 06 October 2009 06 October 2009 Abbeycrest plc ("Abbeycrest" or the "Company") Disclosure of Interest in Shares Gartmore Investment Limited today informed the board of Abbeycrest that following the placing of Ordinary Shares of 1 pence each in the share capital of the Company ("Ordinary Shares") on 24 September 2009 pursuant to the general meeting of the Company on 23 September 2009, it holds a notifiable interest in 6,750,000 Ordinary Shares. The beneficial owner of the holding of 6,750,000 Ordinary Shares, representing 9.18% of the Company's total voting rights of 73,548,641, is Gartmore Fledgling Trust plc. Ends - For further information: Abbeycrest plc `Graham Partridge, Group Finance & Operations Tel: +44 (0) 113 3970 864` Director `www.abbeycrest.co.uk` Evolution Securities Limited `Joanne Lake / Peter Steel Tel: +44 (0) 113 243 1619` `www.evosecurities.com` This information is provided by RNS The company news service from the London Stock Exchange END HOLEQLFBKBBEFBD More
01-10-09	Abbeycrest PLC - Holding(s) in Company	RNS
RNS Number : 0877A Abbeycrest PLC 01 October 2009 01 October 2009 Abbeycrest plc ("Abbeycrest" or the "Company") Disclosure of Interest in Shares Barclays PLC informed the Company on 30 September 2009 that as a result of a transaction on 23 September 2009, it held a notifiable interest in the Ordinary Shares of the Company as at that date. The holding of 1,444,772 Ordinary Shares, representing 5.05% of the Company's total voting rights of 28,623,641 as at 23 September 2009, was held by Barclays Stockbrokers Ltd. Barclays PLC also informed the Company on 30 September 2009 that, following an increase in the Company's total voting rights on 24 September 2009 to 73,548,641, it no longer holds a notifiable interest in the Ordinary Shares as of that date. Ends - For further information: Abbeycrest plc `Graham Partridge, Group Finance & Operations Tel: +44 (0)113 3970 864` Director `www.abbeycrest.co.uk` Evolution Securities Limited `Joanne Lake/Peter Steel Tel: +44 (0)113 243 1619` `www.evosecurities.com` This information is provided by RNS The company news service from the London Stock Exchange END HOLZFLFBKBBXFBX More
01-10-09	Abbeycrest PLC - Holding(s) in Company	RNS
RNS Number : 0628A Abbeycrest PLC 01 October 2009 01 October 2009 Abbeycrest plc ("Abbeycrest" or the "Company") Disclosure of Interest in Shares The board of Abbeycrest announces that on 30 September 2009, the Company was notified by Peter Gyllenhammar, the 100% shareholder in Bronsst?t AB and Union Discount Company of London Ltd, that as a result of an acquisition of 15,000,000 Ordinary Shares of 1 pence each in the share capital of the Company ("Ordinary Shares") on 24 September 2009 pursuant to the placing of Ordinary Shares approved in general meeting by the Company's shareholders on 23 September 2009, Bronsst?t AB now holds 18,456,000 Ordinary Shares, representing 25.1% of the Company's total voting rights and Union Discount Company of London Ltd holds 2,723,000 Ordinary Shares, representing 3.7% of the Company's total voting rights. Peter Gyllenhammar now controls 21,179,000 Ordinary Shares, representing 28.8% of the Company's total voting rights of 73,548,641. Ends - For further information: Abbeycrest plc `Graham Partridge, Group Finance & Operations Tel: +44 (0)113 3970 864` Director `www.abbeycrest.co.uk` Evolution Securities Limited `Joanne Lake/Peter Steel Tel: +44 (0)113 243 1619` `www.evosecurities.com` This information is provided by RNS The company news service from the London Stock Exchange END HOLFFLFBKBBLFBL More
30-09-09	Abbeycrest PLC - Total Voting Rights	RNS
RNS Number : 8849Z Abbeycrest PLC 30 September 2009 30 September 2009 Abbeycrest plc - Total Voting Rights and Capital The Board of Abbeycrest plc would like to notify the market of the following information: Abbeycrest plc's share capital as at 30 September 2009 comprises 74,142,691 ordinary shares of 1 pence each. 594,050 of these shares are held in trust for use under employee benefit schemes. Therefore, the total number of voting rights in Abbeycrest plc is 73,548,641. The above figure of 73,548,641 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Abbeycrest plc under the FSA's Disclosure and Transparency Rules. For information: Abbeycrest plc `Graham Partridge, Group Finance & Operations Tel: +44 (0)113 3970 864` Director `www.abbeycrest.co.uk` Evolution Securities Limited `Joanne Lake/Peter Steel Tel: +44 (0)113 243 1619` `www.evosecurities.com` Ends This information is provided by RNS The company news service from the London Stock Exchange END TVRSEFFIUSUSESU More
23-09-09	Abbeycrest PLC - Result of General Meeting	RNS
RNS Number : 5352Z Abbeycrest PLC 23 September 2009 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL. Abbeycrest plc ("Abbeycrest" or "the Company") Result of General Meeting The Board of Directors of Abbeycrest plc ('Abbeycrest' or the 'Company') is pleased to announce that the Resolutions proposed at the General Meeting today to approve the proposed Placing of 44,925,000 Placing Shares and other related matters were duly passed without amendment by the required majority on a show of hands. Further details of the Resolutions are set out in a combined circular and prospectus published by Abbeycrest and circulated to Shareholders on 28 August 2009 (the "Prospectus"). The proxy votes lodged in respect of the Resolutions are as follows: `Resolution For % Against % Withheld` `1. Approve the Capital 17,392,325 99.27 128,000 0.73 4,800` Reorganisation and increase the Company's authorised share capital `2. Approve the Issue Price in 17,392,325 99.27 128,000 0.73 4,800` connection with the Placing `3. Authorise the allotment of 17,393,825 99.28 126,500 0.72 4,800` relevant securities `4. Disapply pre-emption rights 17,393,825 99.28 126,500 0.72 4,800` in connection with the Placing `5. Authorise the related party 11,210,825 98.87 128,000 1.13 6,186,300` transaction with Peter Gyllenhammar `6. Approve the amendment of the 17,393,825 99.28 126,500 0.72 4,800` Articles in respect of the Deferred Shares `7. Approve the amendment of the 17,393,825 99.28 126,500 0.72 4,800` Articles in respect of authorisation of conflicts `8. Approve and ratify the Lever 14,569,988 99.14 126,500 0.86 2,828,637` Facility Agreement Notes 1. Any proxy appointments which gave discretion to the Chairman have been included in the 'for' total. 2. A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution. 3. The issued share capital as at 23 September 2009 is 29,217,691 Ordinary Shares. 594,050 Ordinary Shares are held in trust under the Abbeycrest employee benefit scheme. The total number of voting rights in the Company is therefore 28,623,641. 4. All percentages are shown to two decimal places. Abbeycrest has forwarded two copies of the Resolutions passed at the General Meeting to the Document Viewing Facility of the UK Listing Authority, where they will shortly be available for viewing at the following address: Document Viewing Facility UK Listing Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: 020 7066 1000 The full text of the Resolutions can also be viewed on the Company's website, www.abbeycrest.co.uk. Details of the proxy votes received will also shortly be available on the Company's website. The Placing remains conditional upon the Placing Agreement becoming unconditional in all respects and upon Admission. Set out below is an expected timetable of principal events in relation to the Placing. `Event Time/date` Admission and commencement of dealings in the 8.00 a.m. on 24 September 2009 Placing Shares `Placing Shares in uncertificated form 8.00 a.m. on 24 September 2009` expected to be credited to accounts in CREST Despatch of definitive share certificates for by 1 October 2009 the Placing Shares in certificated form General notes: 1. Reference to times in this announcement are to London time unless otherwise stated. 2. The times and dates set out in the expected timetable of principal events above and mentioned throughout this announcement may be adjusted by Abbeycrest, in which event details of the new times and dates will be notified to the UK Listing Authority, the London Stock Exchange and, where appropriate, Shareholders. 3. Different deadlines and procedures for return of forms may apply in certain cases. 4. This announcement should be read in conjunction with the full text of the Prospectus. A copy of the Prospectus is available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS. In addition, copies of the Prospectus are available for inspection at the head office of the Company at 4100 Park Approach, Thorpe Park, Leeds LS15 8GB. In addition the Prospectus is available for inspection at the offices of Pinsent Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AH up to and including the date of Admission. Copies of the Prospectus are also available from the Company's website at www.abbeycrest.co.uk. Capitalised terms used, but not defined, in this announcement have the same meanings as given to them in the Prospectus. For further information, please contact: Abbeycrest plc `Simon Ashton, Executive Chairman Tel: +44 (0)113 3970 867` `www.abbeycrest.co.uk` `Evolution Securities Limited Tel: +44 (0)113 243 1619` `Joanne Lake / Peter Steel www.evosecurities.com` Media enquiries: Abchurch Communications Sarah Hollins / Stephanie Cuthbert / Mark Dixon Tel: +44 (0)20 7398 7729 `mark.dixon@abchurch-group.com www.abchurch-group.com` IMPORTANT NOTICE This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the same would be unlawful. This Announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the Placing Shares or any other securities to any person in Australia, Canada, Japan or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Placing of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. The distribution of this Announcement and the offering of the Placing Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or Evolution that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Evolution to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Placing Shares referred to in this Announcement in connection with the Placing except on the basis of information to be contained in the Prospectus published on 28 August 2009 by the Company in connection with the proposed Placing. Neither the content of Abbeycrest's website (or any other website) nor the content of any website accessible from hyperlinks on Abbeycrest's website (or any other website) is incorporated into, or forms part of, this Announcement. This information is provided by RNS The company news service from the London Stock Exchange END ROMEAENDASENEFE More
28-08-09	Abbeycrest PLC - Publication of Prospectus	RNS
RNS Number : 2283Y Abbeycrest PLC 28 August 2009 28 August 2009 Abbeycrest PLC Publication of Prospectus NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL PUBLICATION OF PROSPECTUS The following prospectus has been approved by the UK Listing Authority and will shortly be available for inspection at their Document Viewing Facility at the Financial Services Authority, 25 North Colonnade, Canary Wharf, London, E14 5HS: Prospectus dated 28 August 2009 relating to the Proposed Placing of 44,925,000 Placing Shares at 5 pence per Placing Share, Related Party Transactions, Capital Reorganisation and Notice of General Meeting. Terms defined in the Prospectus have the same meanings in this announcement. The Prospectus will be posted to Shareholders today and is available from the head office of the Company at 4100 Park Approach, Thorpe Park, Leeds, LS15 8GB. The Prospectus is also available for inspection at the offices of Pinsent Masons LLP, CityPoint, One Ropemaker Street, London EC2Y 9AH during normal business hours. The Prospectus is also available on the Company's website at http://www.abbeycrest.co.uk/Reports.htm. Enquiries: Graham Partridge, Group Finance & Operations Director and Company Secretary, Abbeycrest plc Tel: +44(0)113 397 0865. IMPORTANT NOTICE This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the same would be unlawful. This Announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the Placing Shares or any other securities to any person in Australia, Canada, Japan or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The Placing of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. The distribution of this Announcement and the offering of the Placing Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or Evolution that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Evolution to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Placing Shares referred to in this Announcement in connection with the Placing except on the basis of information to be contained in the Prospectus expected to be published on 28 August 2009 by the Company in connection with the proposed Placing. This information is provided by RNS The company news service from the London Stock Exchange END PDIEALPPAAXNEFE More
28-08-09	BRIEF-Abbeycrest raises 2 mln stg via placing	AFX UK Focus
LONDON, Aug 28 (Reuters) - Abbeycrest PLC: PLACING TO RAISE &POUND; 2.02 MILLION GROSS ((London Equities Newsroom; +44 20 7542 7717)) (For more news, please click here) COPYRIGHT Copyright Thomson Reuters 2009. All rights reserved. The copying, republication or redistribution of Reuters News Content, including by framing or similar means, is expressly prohibited without the prior written consent of Thomson Reuters. More
28-08-09	Abbeycrest PLC - Placing to raise � 2.02 million & Notice of GM	RNS
RNS Number : 1674Y Abbeycrest PLC 28 August 2009 `Press Release 28 August 2008` NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION INTO WHICH THE SAME WOULD BE UNLAWFUL Abbeycrest plc ("Abbeycrest", "the Company" or "the Group") Placing to raise £ 2.02 million gross Notice of General Meeting Abbeycrest plc (LSE: ACR), a leading international jewellery designer and manufacturer, is pleased to announce that it has raised £2.02 million (approximately £1.72 million net of expenses) through a Cash Placing of 40,300,000 New Ordinary Shares of 1 pence each at a price of 5 pence per New Ordinary Share with existing and new investors. A further 4,625,000 New Ordinary Shares are to be issued in settlement of a £100,000 fee payable to Moorgarth in relation to deeds of variation of its leases for the Group's former head office site at Wilmington Grove and £131,250 of lump sum interest charges due to lender, Agilo. The net proceeds of the Placing will be used to: `* reduce the Group's borrowings;` `* invest in the marketing and merchandising of new products; and` * invest in new, higher-margin branded jewellery collections. The Company is to seek shareholder approval for the placing at a General Meeting to be convened for 10:00 a.m. on 23 September 2009 at the offices of Pinsent Masons LLP, 1 Park Row, Leeds LS1 5AB. Under the leadership of Simon Ashton, Abbeycrest has successfully completed the first phase of its restructuring programme. The Group has renewed its banking facilities and considerably reduced net debt, costs and working capital by focussing on fewer more productive customers, suppliers and product lines. Abbeycrest is in the second phase of the restructuring programme to consolidate its existing operations supplying mainstream global markets and to target higher-end markets with branded jewellery collections. Since autumn 2008, the Group has: * successfully increased banking facilities with Siam Commercial Bank in Thailand; `* established a brand portfolio business, Global Edge, to market and` merchandise the Group's brands; launched three higher-margin branded collections Gorgeous Gold®, Fluid®, and Osare®, aimed at the growing ABC1 male and female consumer demographic segments; and `* strengthened the Board with the appointment of Graham Partridge as Group` Finance & Operations Director and Nick Hamley as Group Sales & Marketing Director. The Group is now well placed to enhance the returns from its traditional mainstream business, as well as exploit the market for higher value fashion-driven pieces of jewellery. Commenting on the Placing, Simon Ashton, Executive Chairman of Abbeycrest, said: "Abbeycrest now has a solid platform for future growth. It has an experienced team and products focused to take advantage of the significant opportunities within the global jewellery market. The Group's dedicated team of designers combined with our world class in-house manufacturing capabilities enable us to quickly identify and respond to the latest market trends and opportunities. "The Group already has a global footprint with design, manufacture and established distribution capabilities across all of the major jewellery markets and I am confident that the funds raised will help us to reach the next stage in our evolution. I would like to thank our new and existing shareholders for recognising the potential of the Group." Ends - For further information: Abbeycrest plc Simon Ashton, Executive Chairman Tel: +44 (0) 113 3970 867 `www.abbeycrest.co.uk` Evolution Securities Limited `Joanne Lake / Peter Steel Tel: +44 (0) 113 243 1619` joanne.lake@evosecurities.com www.evosecurities.com Media enquiries: Abchurch Communications Sarah Hollins / Stephanie Cuthbert / Mark Dixon Tel: +44 (0) 20 7398 7729 `mark.dixon@abchurch-group.com www.abchurch-group.com` This Announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which the same would be unlawful. This Announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, the Placing Shares or any other securities to any person in Australia, Canada, Japan or South Africa, or the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada, Japan or South Africa or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Japan or South Africa. The Placing of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada, Japan or South Africa. The availability of the Placing to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any application requirements. The Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States or under any securities laws of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States, or within any of Australia, Canada, Japan or South Africa or any other jurisdiction where to do so would be unlawful. There will be no public offer of the Placing Shares in the United States. The distribution of this Announcement and the offering of the Placing Shares in jurisdictions other than the United Kingdom may be restricted by law. No action has been taken by the Company or Evolution that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Evolution to inform themselves about, and to observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Announcement is for information only and does not constitute or form part of any offer or invitation to issue, acquire or dispose of any securities or investment advice in any jurisdiction. This Announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any Placing Shares referred to in this Announcement in connection with the Placing except on the basis of information to be contained in the Prospectus expected to be published on 28 August 2009 by the Company in connection with the proposed Placing. Copies of the Prospectus will be available from the Company's registered office. This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied is, or will be made as to, or in relation to, and no responsibility or liability is, or will be, accepted by Evolution or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed. Evolution, which is authorised and regulated by the Financial Services Authority ("FSA") in the United Kingdom, is acting exclusively for the Company as Sponsor and broker in connection with the Placing and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement. This Announcement contains forward-looking statements which reflect the Group's or, as appropriate, the Directors' current views with respect to financial performance, business strategy, plans and objectives of management for future operations (including development plans relating to the Company's products and services). These statements include forward-looking statements both with respect to the Group and the sectors and industries in which the Group operates. Statements which include the words "expects", "intends", "plans", "believes", "projects", "anticipates", "will", "targets", "aims", "may", "would", "could", "continue" and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Group's actual results to differ materially from those indicated in these statements. Any forward looking statements in this Announcement reflect the Group's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Group's operations, results of operations, growth strategy and liquidity. These forward-looking statements speak only as of the date of this Announcement. Subject to any obligations under the Prospectus Rules, the Disclosure and Transparency Rules or the Listing Rules and save as required by law, the Company undertakes no obligation to update publicly or to review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to the Company or individuals acting for and on behalf of the Company are expressly qualified in their entirety by this paragraph. Prospective investors should specifically consider the factors identified in the Prospectus which could cause actual results to differ before making an investment decision. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser. Any indication in this Announcement of the price at which the Ordinary Shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast. `NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL` The following information is extracted from a prospectus to Shareholders (the "Prospectus") expected to be posted today. Copies of the Prospectus will be available at the offices of Evolution Securities Ltd (Kings House, 1 King Street, Leeds LS1 2HH) upon request. Definitions used in the Prospectus apply in this Announcement unless the context otherwise requires. Proposed Placing of 44,925,000 Placing Shares at 5 pence per Placing Share, Related Party Transactions, Capital Reorganisation Notice of General Meeting 1. Introduction Abbeycrest announces that, subject to Shareholder approval, the Company proposes to issue by way of a Placing 44,925,000 Placing Shares at five pence per Placing Share, representing approximately 154 per cent. of the existing issued Ordinary Share capital of the Company and approximately 61 per cent. of the enlarged issued Ordinary Share capital of the Company immediately following completion of the Placing. Of the 44,925,000 Placing Shares that the Company proposes to issue, 40,300,000 New Ordinary Shares will be issued pursuant to the Cash Placing, raising approximately £1.72 million (net of expenses) and 4,625,000 New Ordinary Shares will be issued under the terms of the Moorgarth Subscription Deed and the Agilo Subscription Deed, as detailed in paragraphs 6 and 7 below. The Placing Shares, to be issued pursuant to the Placing, will, when fully paid, rank pari passu with the New Ordinary Shares. 2. Background to and reasons for the Placing and use of proceeds Over recent years, Abbeycrest's performance has suffered as a consequence of, inter alia, rising gold prices and increased competition due to low cost imports and a market trend towards costume jewellery. The resulting proliferation of low margin product forced the Group to refinance its UK banking facilities under distressed circumstances in June 2006. In January 2008, Simon Ashton was appointed to the Board to drive the reduction of Abbeycrest's cost base and borrowing levels in the short-term. This process made apparent the requirement for a change in strategy to address Abbeycrest's competitive position in the long-term. The Board set about rejuvenating Abbeycrest in two distinct phases. Phase 1 - Straight Edge The aim in Phase 1 was, and remains, to focus on fewer, more productive, customers, suppliers and product lines through leaner supply chains, processes and teams, with a view to reducing costs and working capital. Key elements were to: `* reduce the number of product lines, basing the reduction on design,` margin and demand criteria; `* wind down UK distribution in favour of direct supply from the Group's Far` East facilities; * transfer third party manufactured product to Group manufacture where possible; and `* decrease headcount and overheads in line with the above measures.` Whilst this phase has necessitated planned exceptional costs of £9.1m, including a cash element of £3.1m, the Company has: * reduced net debt, linked principally to working capital reductions, from £11.6m at 29 February 2008 to £8.0m at 28 February 2009, with a corresponding reduction in product lines from 22,159 to 18,919 over the same period and product lines have since been reduced by a further 14.0 per cent. to 16,268 as at 30 June 2009; `* reduced fixed costs, within the reported results, from £13.2m for the` year ended 29 February 2008 to £10.7m for the year ended 28 February 2009, with a corresponding reduction in average headcount from 1,042 to 891 over the same periods and headcount level has since been reduced by a further 19.5 per cent. to 717 as at 30 June 2009; and * successfully increased banking facilities with Siam Commercial Bank in Thailand by £1.3m, in line with the transfer from UK distribution to direct supply from the Far East to major UK customers. This phase is largely complete, but the Directors will remain alert to opportunities for further improvement in the above areas. Phase 2 - Leading Edge The aim in Phase 2 is to move our thinking from 'sell what we make' to 'make what will sell', and to recognise the trend toward buying 'less but better', with a view to targeting higher-margin, lower-volume segments of the jewellery market. Key elements are to: * consolidate Abbeycrest's existing operations supplying mainstream global markets into an 'Essentials' division, targeting fewer customers with more focused ranges; * create a 'Brands' division (now established), incorporating Brown & Newirth, to target higher-end markets with branded jewellery collections; `* drive new product development through a formal process underpinned by` market trends and consumer research; and `* introduce new management with relevant experience as well as clearer` objectives and lines of communication to make better use of Group resource, infrastructure and distribution channels Whilst this phase only commenced in the autumn of 2008, the Company has already: * launched three new brands, Gorgeous Gold®, Fluid®, and Osare® collections, aimed at the growing ABC1 working women's, silver, and men's segments respectively; * formed Global Edge, Abbeycrest's brand portfolio business, to market and merchandise the Group's brands; launched Studio Edge, Abbeycrest's on-line gallery, selling designer jewellery collections direct to consumers, to capitalise on this growing channel and the associated retail margin; ` recruited two new board directors with relevant expertise and one` national sales manager and four regional sales managers, all with brand experience; and * devised a new corporate identity programme to communicate Abbeycrest's vision both internally and externally. The Directors believe that the Group is now in a position both to enhance the returns from its traditional mainstream business through the Essentials Division, and to exploit the market for higher value fashion driven pieces of jewellery through the Brands Division. However, in order to do this, the Group needs to secure additional funds to further reduce its net debt, removing its dependency on expensive finance, and to invest in the marketing and merchandising of new and planned branded jewellery collections. As discussed in the "Emphasis of matter - going concern" paragraph in the independent auditor's report within the Group's Annual Report and Accounts for the year ended 28 February 2009, Abbeycrest's forecasts anticipate that it will require additional funds to meet its liabilities as they fall due (such liabilities including £1.6 million due to HM Revenue & Customs, which the Group has applied to pay in instalments) and without these additional funds, a material uncertainty exists as to the Group's ability to continue as a going concern. The Group is therefore seeking to raise net proceeds of £1.72 million from the Cash Placing, which shall be applied in the first instance to reducing the Group's borrowing. Under the terms of a £1.75 million loan to the Group from Agilo, £0.4 million is due for repayment on or before 30 September 2009. Sizeable lump sum interest charges also accrue monthly, currently at the rate of 1.5 per cent. and increasing to 3.0 per cent. from and including 30 September 2009 and to 4.5 per cent. from and including 31 December 2009 (in addition to the fixed interest rate of 15 per cent. per annum), however, the lump sums cease to accrue from the point that the Company has repaid in aggregate at least £0.75 million of the principal. Agilo has agreed to accept repayment of the additional lump sum payments accrued up to 31 August 2009, being £131,250, by way of issue of New Ordinary Shares at the Issue Price equalling that sum. The balance of the lump sums which may accrue after 31 August 2009 will be payable in full on maturity of the Agilo loan on 28 February 2010. Abbeycrest has obtained the consent of Burdale to make the payment of £131,250 of accrued lump sum charges by way of the issue of New Ordinary Shares to Agilo, and also to make the £0.75 million repayment to Agilo on or before 30 September 2009 provided that the Placing proceeds. It is the intention of the Board to repay the £0.75 million immediately following completion of the Placing in order to prevent any further lump sum payments accruing, with the remainder of the net proceeds of the Cash Placing to be used for the marketing and merchandising of new products and investment in new branded collections. Should the Placing not proceed, all lump sum interest payments accrued (including the £131,250 accrued to 31 August 2009) will be payable in full and in cash on 28 February 2010. 3. Undertaking by existing Shareholder 15,000,000 Placing Shares have been conditionally placed with existing Shareholder, Peter Gyllenhammar, who has also entered into an irrevocable undertaking to vote in favour of the Placing at the General Meeting. 4. Principal terms of the Placing Assuming that the market price of a New Ordinary Share immediately after completion of the Capital Reorganisation remains the same as the market price of an existing Ordinary Share immediately prior to the Capital Reorganisation, the Issue Price of 5 pence per Placing Share represents a 45.95 per cent. discount to the Closing Price of 9.25 pence per Ordinary Share on 27 August 2009 (being the latest practicable date before the announcement of the terms of the Placing). The Directors have given a great deal of thought as to how to structure the proposed equity fundraising, having regard to a number of factors including current market conditions, the level of the Company's share price and the size of the issue and level of expenses associated with the issue. After consideration of these factors, the Directors have concluded that the Placing is the most suitable option available to the Company and its shareholders. The issue price of 5 pence per Placing Share has been calculated following a period of marketing of the Placing and taking into account a number of factors including, inter alia, the level of demand for the Placing Shares. The Placees, with whom the Placing Shares have been placed, include both existing and new institutional Shareholders as well as the existing Shareholder referred to in paragraph 3 above. The Placing will result in the issue of up to 44,925,000 Placing Shares free of the statutory rights of pre-emption (representing approximately 154 per cent. of both the existing issued Ordinary Shares and approximately 61 per cent. of the New Ordinary Shares immediately following the completion of the Capital Reorganisation and the Placing). The Placing Shares will, when issued and fully paid, rank equally in all respects to the New Ordinary Shares, including the right to receive all further dividends or distributions made, paid or declared after the date of their issue. Application has been made for the Placing Shares to be admitted to CREST and held in uncertificated form. The Placing Shares are capable of being held in certificated form. In order to facilitate the Placing and, subject to the passing of the Resolutions, it is proposed that the Company's authorised Ordinary Share capital be increased from 31,000,000 Ordinary Shares to 100,000,000 New Ordinary Shares, representing an increase of approximately 223 per cent. of the existing authorised Ordinary Share capital. Following the issue of the Placing Shares allotted pursuant to the Placing, Shareholders will be diluted by approximately 61 per cent. as to their interests in the Company. The rights attaching to the Placing Shares are governed by the Articles of Abbeycrest, a summary of which, together with the proposed amendments thereto, is set out in paragraph 4 of Part VII "Additional Information" of the Prospectus. The Issue Price represents a discount of 45.95 per cent. to the Closing Price on 27 August 2009. Under the Listing Rules, the Company is required to seek the approval of the Shareholders where an offer or placing is made at a discount of more than 10 per cent. `The Placing is conditional upon:` (a) the passing of Resolutions 1, 2, 3, 4, 5 and 6 without material `amendment at the General Meeting, and not, except with the prior written` `consent of the Sponsor, at any adjournment thereof;` (b) Admission, subject to approval by the UK Listing Authority, becoming `effective by not later than 8.00am. on 24 September 2009 (or such later` `time and/or date as the Sponsor and Abbeycrest may agree); and` (c) the Placing Agreement otherwise having become unconditional in all `respects and not having been terminated in accordance with its terms` `prior to Admission.` A summary of the material terms of the Placing Agreement is set out in paragraph 13.1.1 of Part VII "Additional Information" of the Prospectus. Evolution is acting as sole financial adviser and Sponsor to the Company in relation to the Placing and is also acting as broker to the Company in relation to the Placing. 5. Related Party Transactions The Placees with whom the Placing Shares have been conditionally placed are, as at the date of the Prospectus, primarily existing Shareholders. Peter Gyllenhammar holds approximately 21.15 per cent. of the Ordinary Shares. 15,000,000 Placing Shares have been conditionally placed with Peter Gyllenhammar on the same terms as the other Placees, and the placing to Peter Gyllenhammar constitutes a related party transaction under the Listing Rules. As a consequence, Shareholder approval is required with regard to this Related Party Transaction. Peter Gyllenhammar will, given the related party nature of the proposed placing, not vote on Resolution 5 to authorise the Directors to allot and issue in aggregate 15,000,000 Placing Shares to him at the General Meeting. Peter Gyllenhammar has taken all reasonable steps to ensure that his associates will also not vote on Resolution 5. Shareholder approval is also required in respect of the Lever Facility Agreement entered into by the Company on 13 March 2009, which constituted a related party transaction under the Listing Rules. The Directors were not aware that Shareholder approval was required of the Lever Facility Agreement at the time that the Company entered into this arrangement. The Company is therefore now seeking Shareholder approval and ratification of the Lever Facility Agreement. Further details of the Lever Facility Agreement have been provided in paragraph 13.2.3 of Part VII of the Prospectus. Michael Lever will not vote on Resolution 8 to ratify the entry into the Lever Facility Agreement by the Company. Michael Lever has taken all reasonable steps to ensure his associates will also not vote on Resolution 8. The Board, having been so advised by Evolution, believes that the issue of 15,000,000 Placing Shares to Peter Gyllenhammar and the entry into the Lever Facility Agreement by the Company on 13 March 2009 are both fair and reasonable as far as shareholders are concerned. 6. Moorgarth Subscription Deed In June 2006, the Company entered into a 15 year lease of its then head office site at Wilmington Grove in Leeds and a corresponding 15 year lease of the adjacent car park. The Company subsequently vacated these premises and relocated to its new head office premises in May 2009. Abbeycrest, however, remains a tenant of Moorgarth at the former head office and car park until June 2021, at a current annual cost of £0.35 million under the Premises Lease and the Car Park Lease. The Company has entered into deeds of variation with Moorgarth which give the Company the right, subject to certain conditions, to terminate the two leases on 28 September 2011. The aggregate fee payable by the Company under the deeds of variation is £100,000 which is payable subject to the passing of Resolutions 1 to 6. Subject to the passing of Resolutions 1 to 6, the Company will issue 2,000,000 New Ordinary Shares to Moorgarth at the Issue Price in full satisfaction of the fee under the Moorgarth Subscription Deed (as described in further detail in paragraph 13.1.6 of Part VII "Additional Information" of the Prospectus). Should the Company choose to exercise the option to terminate the leases, one year's rent (at the level of rent then payable) would also become payable on 28 September 2011. `7. Agilo Subscription Deed` As documented in Part I of the Prospectus, lump sum interest charges of £131,250 will have accrued up to 31 August 2009 under the Agilo Facility Agreement and will be payable in full upon its maturity on 28 February 2010. Under the Agilo Subscription Deed (as described in further detail in paragraph 13.2.6 of Part VII "Additional Information" of the Prospectus), the Company has agreed, subject to the Placing Agreement becoming unconditional, to issue 2,625,000 New Ordinary Shares to Agilo at the Issue Price in full satisfaction of the lump sum interest charges accrued up to 31 August 2009. 8. The Capital Reorganisation Reasons for the Capital Reorganisation It is proposed that the Placing will be undertaken at five pence per Placing Share which is less than the current nominal value of an Ordinary Share of 10 pence. Under the Companies Act, it is not permissible to issue shares at a discount to their nominal value. Therefore, in order to provide the Company with flexibility in relation to its capital structure in the future, the Placing is conditional on, amongst other things, the completion of the Capital Reorganisation, which will result in the nominal value of each Ordinary Share being reduced to one pence. 9. Directors' conflicts Recent changes to the Companies Act set out directors' general duties which largely codify the existing law but with some changes. Under the Companies Act, since 1 October 2008, a director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company's interests. The requirement is very broad and could apply, for example, if a director becomes a director of another company or a trustee of another organisation. The Companies Act 2006 allows directors of public companies to authorise conflicts and potential conflicts, where appropriate, where the articles of association contain a provision to this effect. The Companies Act also allows the articles of association to contain other provisions for dealing with directors' conflicts of interest to avoid a breach of duty. The proposed amendment to the Articles set out in Resolution 7 in the Notice of General Meeting gives the Directors authority to approve such situations and to include other provisions to allow conflicts of interest to be dealt with in a similar way to which they were previously handled. 10. Proposed management incentive scheme Given the significant changes to the Group that have taken place since Simon Ashton's appointment in January 2008 and the continued implementation of Phase 2, it is considered key to the long-term interests of all of Abbeycrest's shareholders that the executive Directors and senior management of the Company remain appropriately incentivised. The Company's existing share incentive arrangements comprise the 2002 Scheme (its other Existing Schemes now having expired for new grants), which does not provide the necessary flexibility to make awards that will enhance the Company's ability to retain and expand its management team, which is of critical importance to the continuing successful implementation of the restructuring program and overall objective of establishing a viable long-term business. Following completion of the Placing, it is the intention of the Remuneration Committee to implement a management incentive scheme. Once its structure has been finalised, the management incentive scheme shall then be put to Shareholders for their approval at a later date. 11. Dividend policy Abbeycrest does not currently pay dividends. The Company continues to monitor its dividend policy, with no dividend being proposed for the foreseeable future. However, it remains the Board's intention, subject to the Group's trading and financial position and prevailing economic circumstances, to resume dividend payments once the underlying financial performance has sufficiently improved and there are distributable reserves available to make dividend payments at a sustainable level. 12. Board changes Following the General Meeting, Peter Gyllenhammar will be invited by the Directors to nominate one person to be appointed to the Board. It is also the current intention of the Directors to appoint a further new non-executive director to Abbeycrest's Board in due course. 13. General Meeting The notice convening the General Meeting of the Company to be held at the offices of Pinsent Masons LLP, 1 Park Row, Leeds LS1 5AB on 23 September 2009 at 10.00 am is enclosed with the Prospectus. The purpose of this meeting is to seek Shareholders' approval of the Resolutions set out in the notice of the General Meeting. 14. Working capital and Importance of the Vote The Company is of the opinion that taking into account the net proceeds of the Cash Placing and the banking and other facilities available to the Group, the Group has sufficient working capital for its present requirements, that is for at least 12 months from the date of the Prospectus. The net proceeds of £1.72 million from the Cash Placing will enable the Company to repay £0.75 million of a £1.75 million loan to the Group from Agilo on or before 30 September 2009 and therefore avoid particularly onerous lump sum interest charges that will be applied on the full balance of the loan if this amount is not repaid by this date. Burdale, the Group's senior lender, has also confirmed in writing that it is their current intention to look favourably on a request from Abbeycrest to Burdale to grant permission under the terms of the intercreditor deed to the Company for the repayment of the remainder of the Agilo loan upon its maturity on 28 February 2010, albeit that this statement is not binding on Burdale. Lump sum interest charges of £131,250 will have already accrued by 31 August 2009 under the Agilo Facility Agreement. Agilo have agreed, if the Cash Placing proceeds, to accept this payment by way of issue of New Ordinary Shares in the Company instead of the sum being payable in cash and Burdale has consented to this. Burdale has also agreed, subject to the Cash Placing completing and the net proceeds of the Cash Placing exceeding £1.7 million, to (a) amend the existing financial covenants over its debt facilities to the Company's advantage, in particular with respect to reducing the frequency of the testing dates and seeking to minimise the possibility of the Company triggering financial covenant breaches due to adverse foreign exchange movements impacting on the translation into sterling of the results of the Group's overseas operations; and (b) waive the breach by the Company of the net worth covenant that occurred at the end of April 2009 and any further financial covenant breaches up to 30 September 2009. If, however, the resolutions to approve the Placing are not passed at the General Meeting or the Placing does not proceed for some other reason, the Board cannot confirm that the Company will have sufficient working capital for its present requirements, that is for at least 12 months from the date of the Prospectus, which could be extremely harmful to the Group and the interests of Shareholders. As discussed in the "Emphasis of matter - going concern" paragraph in the independent auditors' report within the Group's Annual Report and Accounts for the year ended 28 February 2009, without additional funds, a material uncertainty exists as to the Group's ability to continue as a going concern. Should the Cash Placing not proceed, Burdale will not amend the financial covenants over its debt facilities and, in any event, would have the right to take immediate action in respect of the April 2009 net worth covenant breach and any further covenant breaches that may have since taken place. The Directors are of the opinion that Burdale is likely to choose immediately to enforce the guarantees and security in place over the Group. In such circumstances, the Directors believe that there would be no alternative course of action other than for the Company to enter administration or for insolvency proceedings to be commenced against the Company. Should the Cash Placing not proceed and in the unlikely event that Burdale chooses not to take enforcement action over the covenant breach(es), the Directors estimate that, in any case, by 30 September 2009, the Company may not have sufficient working capital to continue trading. The Directors' estimate takes into account the cash flow constraints imposed by the lump sum interest charges on the Agilo loan if £0.75 million is not repaid on or before 30 September 2009, such interest charges being applied as the Group approaches its seasonal working capital peak funding requirement. Agilo would also not receive payment of the £131,250 accrued by 31 August 2009 by way of lump sum interest charges in New Ordinary Shares and, consequently, this payment would have to be met on 28 February 2010 in cash. If Burdale chooses not to take any enforcement action in respect of the covenant breach(es), the opportunity for the Board to take any alternative actions before 30 September 2009, such as the sale of some of the Group's assets or the raising of alternative sources of funding from one or more of the Company's Shareholders in the form of debt or equity financing or further support from an existing or new lender will be highly restricted, given the limited time available. Whilst the Board has held some discussions with third parties regarding such courses of action, these remain at a preliminary stage and the Directors therefore firmly believe that the Placing is the only appropriate option for the Company. If the Placing does not proceed, the Board cannot therefore be certain that it would be successful in seeking alternative sources of finance and that any such alternative funding will be forthcoming, in which case the Company would no longer be able to continue as a going concern. This, in the opinion of the Directors, would result in the Company entering into administration or insolvency proceedings being commenced against the Company. Accordingly, it is very important that Shareholders vote in favour of the Resolutions in order that the Placing can proceed. If the Resolutions are not passed and the Placing does not proceed, there is a material risk of the Group, by 30 September 2009, being unable to continue as a going concern, which would be extremely harmful to Abbeycrest and the interests of Shareholders. 15. Recommendation The Board has received financial advice from Evolution in relation to the Placing, the Capital Reorganisation and the Related Party Transactions. In providing advice to the Board, Evolution has relied upon the Board's commercial assessment of the Group's funding requirements. The Board, having been so advised by Evolution, believes that the issue of 15,000,000 Placing Shares to Peter Gyllenhammar is fair and reasonable as far as Shareholders are concerned. Peter Gyllenhammar will, given the related party nature of the proposed Placing, not vote on Resolution 5 to authorise the Directors to allot and issue in aggregate 15,000,000 Placing Shares to him at the General Meeting. Peter Gyllenhammar will take all reasonable steps to ensure that his associates will also not vote on Resolution 5. The Board, having been so advised by Evolution, believes that the Lever Facility Agreement, as entered into by the Company on 13 March 2009, is fair and reasonable as far as Shareholders are concerned. Michael Lever will, given the related party nature of this transaction, not vote on Resolution 8 seeking ratification and Shareholder approval of the Lever Facility Agreement at the General Meeting. Michael Lever has taken all reasonable steps to ensure his associates will also not vote on Resolution 8. The Board considers the Placing, the Capital Reorganisation, the Related Party Transactions and each of the associated Resolutions to be in the best interests of the Company and its Shareholders as a whole. The Company has received an irrevocable undertaking from Peter Gyllenhammar who holds 6,179,000 Ordinary Shares, representing approximately 21.15 per cent. of the current issued ordinary share capital, to vote in favour of all of the Resolutions except for Resolution 5. Peter Gyllenhammar will not vote on Resolution 5, given the related party nature of that Resolution. The Board unanimously recommends Shareholders to vote accordingly in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings of 40,000 Ordinary Shares, representing approximately 0.13 per cent. of the current issued Ordinary Share capital. 16. Directors' intentions The Directors intend to subscribe for an aggregate total of 2,000,000 Placing Shares, representing 6.85 per cent. of the Company's issued Ordinary Share capital. Following the Placing, the Directors will beneficially own, in aggregate, 2.80 per cent. of the enlarged issued Ordinary Share capital. 17. Timetable Each of the times and dates in the timetable below is indicative only and may be subject to change `Announcement of the Placing 28 August 2009` `Despatch of Prospectus 28 August 2009` Latest time and date for receipt of Forms of 10.00 am on 21 `Proxy for use at the General Meeting September 2009` `Latest time and date for receipt of 10.00 am on 21` electronic proxy appointments via the CREST September 2009 system `General Meeting 10.00 am on 23` `September` `Capital Reorganisation implemented by 5.00 pm on 23` `September 2009` `Payment received from Placees by 4.00 pm on 23` `September 2009` `Admission and commencement of dealings in 8.00am on 24` `Placing Shares on the London Stock Exchange September 2009` and Placing Shares credited to CREST stock accounts (uncertificated holders only) `Despatch of definitive share certificates by 1 October 2009` for Placing Shares in certificated form (certificated holders only) DEFINITIONS The following definitions apply throughout this Announcement, unless the context otherwise requires `"2002 Scheme" the Abbeycrest 2002 Unapproved Executive Share Option` `Scheme, the terms of which are summarised in paragraph` `5.1 of Part VII of the Prospectus` `"A" social grade "A" meaning upper middle class as set out in` `the Keynote Market Report 2008 (24th Edition, October` 2008) `"Act" or "Companies Act" the Companies Act 1985 (as amended from time to time) or` `the Companies Act 2006, as the context so requires` `"Admission" the admission of the Placing Shares to the Official List` `becoming effective in accordance with the Listing Rules` `(LR 3.2.7G) and of such shares to trading on the market` `for listed securities of the London Stock Exchange` `becoming effective in accordance with the requirements` `contained in paragraph 2.1 of the publication "Admission` `and Disclosure Standards" dated November 2007, published` `by the London Stock Exchange and as amended from time to` `time containing amongst other things the admission` `requirements to be observed by companies seeking` `admission to trading on the London Stock Exchange's` `market for listed securities` `"Agilo" Agilo Master Fund Limited` `"Agilo Facility Agreement" a facility agreement dated 22 April 2004 and amended on 7` `February 2005, 20 October 20005, 14 February 2006, 4` `April 2006, and 16 June 2006 amended and restated on 13` `March 2009 and amended on 11 August 2009 and 27 August` `2009 and made between the Company as borrower, the` `Guarantor as guarantor and Agilo` `"Agilo Subscription Deed" as defined at paragraph 13.2.6 of Part VII of the` `Prospectus` `"Annual Report and Accounts" the annual report and accounts for the Company` `"Articles" or "Articles of the articles of association of the Company;` Association" `"Australia" the Commonwealth of Australia, its territories and` `possessions` `"B" social grade "B" meaning middle class as set out in the` `Keynote Market Report 2008 (24th Edition, October 2008)` `"B&N" or "Brown & Newirth" Brown & Newirth Limited` `"Board" or "Directors" the directors of the Company named on page 24 of the` `Prospectus` "Brands Division" or "Brands" the division of the Group that manages the branded `products of the Group` `"Burdale" Burdale Financial Limited` `"Canada" Canada, its provinces and territories and all areas under` `its jurisdiction and political subsidiaries thereof` `"Capital Reorganisation" the proposed reorganisation of the Ordinary Shares into` `New Ordinary Shares and Deferred Shares, as more` `particularly described in the Prospectus` `"Cash Placing" the issue of 40,300,000 New Ordinary Shares to Placees` `for cash on the terms of and subject to the Placing` `Agreement` `"C1" social grade C1 meaning lower middle class as set out in` `the Keynote Market Report 2008 (24th Edition October` 2008) `"certificated" or "in a share or other security which is not in uncertificated` `certificated form" form (that is, not in CREST)` `"Car Park Lease" the lease of the car park land at Barrack Street and` `Wilmington Grove, Leeds (registered at the Land Registry` `under title number WYK585103) between the Company and` `Moorgarth dated 16 June 2006` `"Closing Price" the closing middle market quotation of an Ordinary Share,` `or a New Ordinary Share (as appropriate), as derived from` `the Daily Official List` `"Companies Acts" the Companies Act 1985 and the Companies Act 2006, in` `each case as amended from time to time` `"Company" or "Abbeycrest" Abbeycrest PLC` `"CREST" the relevant system (as defined in the CREST Regulations)` `for paperless settlement of share transfers and the` `holding of shares in uncertificated form in respect of` `which Euroclear is the Operator (as defined in the CREST` `Regulations)` `"CREST Regulations" the Uncertificated Securities Regulations 2001 (SI 2001` `No. 3755) as amended from time to time` `"Daily Official List" the Daily Official List of the London Stock Exchange` `"Deferred Shares" the non-voting deferred shares of nine pence each in the` `capital of the Company to be created as a result of the` `Capital Reorganisation, and "Deferred Share" means one of` `them` `"Disclosure and Transparency the rules relating to the disclosure of information made` `Rules" in accordance with Section 73A(3) of the FSMA, as amended` `from time to time` `"Essentials Division" or the division of the Group that manages the un-branded` `"Essentials" products of the Group` `"Euroclear" Euroclear UK & Ireland Limited, the operator of CREST` `"Evolution" or "Sponsor" Evolution Securities Limited, financial advisor to the` `Company and sponsor and broker in respect of the Placing` `"Existing Schemes" the existing share schemes of the Company the terms of` `which are summarised at paragraph 5 of Part VII of the` `Prospectus` "Financial Services Authority" the UK Financial Services Authority `"Financial Services and Market the Financial Services and Markets Act 2000 (as amended` `Acts" or "FSMA" from" time to time)` `"Form of Proxy" the form of proxy for use at the general meeting which` `accompanies this Prospectus` `"General Meeting" the extraordinary general meeting of the Company, notice` `for which is contained in the Prospectus, convened for` `10.00am on 23 September 2009 at the offices of Pinsent` `Masons LLP, 1 Park Row, Leeds LS1 5AB and at any` `adjournment thereof at which the Resolutions will be` `proposed` `"Global Edge" Global Edge Jewellery Limited` `"Group" the Company, its subsidiaries and its subsidiary` `undertakings from time to time` `"Issue Price" five pence per Placing Share` `"Lever Facility Agreement" the facility agreement dated 13 March 2009 and made` `between the Company and a previous director of the` `Company, Michael Lever, pursuant to which Michael Lever` `agreed to make available to the Company a secured term` `loan of £250,000` `"Listing Rules" the listing rules of the UK Listing Authority (as amended` `from time to time) made pursuant to section 73A of the` FSMA `"London Stock Exchange" London Stock Exchange or its successor` `"Moorgarth" Moorgarth Investments Limited (company number 04500290)` `whose registered office is at 64 Wellington Street, Leeds` LS1 2EE `"Moorgarth Subscription Deed" as defined in paragraph 13.1.6 of Part VII of the` `Prospectus` `"New Ordinary Shares" the New Ordinary Shares of one pence each in the capital` `of the Company following sub-division of the Ordinary` `Shares as a result of the Capital Reorganisation, and` `"New Ordinary Share" means one of them` `"Official List" the official list maintained by the UK Listing Authority` `pursuant to Part VI of the FSMA` `"Ordinary Shares" existing ordinary shares of 10 pence (or, as appropriate,` `following the Capital Reorganisation New Ordinary Shares` `of one pence) each in the capital of the Company, and` `"Ordinary Share" means one of them` `"Phase One" or "Phase 1" phase one of the Group's restructuring programme` `"Phase Two" or "Phase 2" phase two of the Group's restructuring programme` `"Placees" the persons to whom Placing Shares are issued pursuant to` `the Placing Agreement` `"Placing" (i) the Cash Placing and (ii) the issue of 4,625,000 New` `Ordinary Shares to Moorgarth and Agilo pursuant to the` `Subscription Deeds` `"Placing Agreement" the conditional placing agreement dated 28 August 2009` `between the Company and the Sponsor relating to the Cash` `Placing, the principal terms of which are set out in` `paragraph 13.1.1 of Part VII - "Additional Information"` `of the Prospectus` `"Placing Shares" the 44,925,000 New Ordinary Shares to be issued pursuant` `to the Placing (of which 40,300,000 New Ordinary Shares` `are issued as part of the Cash Placing and 4,625,000 New` `Ordinary Shares are issued under the terms of the` `Subscription Deeds) and "Placing Share" means any of such` `New Ordinary Shares` `"Premises Lease" the lease of the land and buildings at Wilmington Street` `and Wilmington Grove, Leeds (registered at the Land` `Registry under title numbers YWE66038 and WYK585103)` `between the Company and Moorgarth dated 16 June 2006` `"Prospectus" a prospectus, dated 28 August 2009, issued by the Company` `in respect of the Placing, together with any supplements` `or amendments thereto` `"Prospective Directive" the directive of the European Parliament on the` `prospectus to be published when securities are offered to` `the public or admitted to trading (No. 2003/71/EC)` `"Prospectus Rules" the prospectus rules of the UK Listing Authority (as` `amended from time to time) made pursuant to section 73A` `of the FSMA and brought into effect on 1 July 2005` "Related Party Transactions" the placing of 15,000,000 Placing Shares with Peter `Gyllenhammar, as described in further detail in paragraph` `20 of Part VII of the Prospectus and the entry into the` `Lever Facility Agreement by the Company on 13 March 2009,` `as described in paragraph 20 of Part VII of the` `Prospectus` `"Remuneration Committee" the remuneration committee of the Company` `"Resolutions" the resolutions to be proposed at the General Meeting, as` `set out in the Notice of General Meeting contained in the` `Prospectus` `"SCB" or "Siam Commercial Siam Commercial Bank PCL` Bank" `"Securities Act" the US Securities Act of 1933, as amended` `"Shareholders" the holders of Ordinary Shares, or following the Capital` `Reorganisation, New Ordinary Shares or Deferred Shares` `"South Africa" the Republic of South Africa` `"Subscription Deeds" the Moorgarth Subscription Deed and the Agilo` `Subscription Deed` `"UK Listing Authority" the Financial Services Authority acting in its capacity` `as the competent authority for the purposes of Part VI of` `the Financial Services and Markets Act including where` `the context so permits, any committee, employee, officer` `or servant to whom any function of the UK Listing` `Authority may for the time being delegated` `"uncertificated" or recorded on relevant register of the share or security` `"in uncertificated form" concerned as being held in uncertificated form in CREST,` `the title of which, by virtue of the CREST Regulations` `may be transferred by means of CREST` `"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland,` `its territories and dependencies` `"United States" or "US" the United States of America, its territories and` `possessions, any State of the United States and the` `District of Columbia` This information is provided by RNS The company news service from the London Stock Exchange END IOEPPMMTMMTTMML More
27-08-09	Abbeycrest PLC - Result of AGM	RNS
RNS Number : 1270Y Abbeycrest PLC 27 August 2009 `27 August 2009` Abbeycrest plc ("Abbeycrest" or "the Group") Result of Annual General Meeting Abbeycrest plc (LSE: ACR), a leading international jewellery designer and manufacturer, announces that at the Group's Annual General Meeting held today in Leeds, all resolutions put to Shareholders by the Board were duly passed. Details of the resolutions are set out in the Notice of Annual General Meeting on page 64 of the Annual Report and Financial Statements 2009 ("Annual Report") released on 1 July 2009 and submitted to the UK Listing Authority for inspection at its document viewing facility, a copy of which can also be found on the Group's website www.abbeycrest.co.uk. Details of the proxies submitted in respect of the resolutions can also be found on the website. At the Annual General Meeting the Board confirmed that the Group is in the final stages of an equity fundraising and expects to make an announcement in due course. Ends - For further information: Abbeycrest plc Simon Ashton, Executive Chairman Tel: +44 (0)113 397 0867 `www.abbeycrest.co.uk` Evolution Securities Limited `Joanne Lake / Peter Steel Tel: +44 (0)113 243 1619` joanne.lake@evosecurities.com www.evosecurities.com `Media enquiries:` Abchurch Communications Sarah Hollins / Stephanie Cuthbert / Mark Dixon Tel: +44 (0) 20 7398 7729 `mark.dixon@abchurch-group.com www.abchurch-group.com` This information is provided by RNS The company news service from the London Stock Exchange END RAGZGGZRFNFGLZM More

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