Cadbury announces declaration of special dividend
January 27 2010 - 12:53PM
UK Regulatory
TIDMCBRY
27 January, 2010
Cadbury Announces the Declaration of a Special Dividend
Following the announcement on 19 January 2010 by Kraft Foods Inc. ("Kraft Foods
") of the detailed terms of a recommended final offer for Cadbury (the "Final
Offer"), Cadbury announces the declaration by the directors of a special
dividend of 10 pence (net) per Cadbury Share, conditional on the Final Offer
becoming or being declared wholly unconditional (the "Special Dividend").
The Special Dividend will be paid to:
* Cadbury Shareholders on the register at the close of business on the date
on which the Final Offer becomes or is declared wholly unconditional (the "
Existing Shareholders Record Date"), in respect of the shares registered in
their name at that time; and
* (i) the holders of options/awards under the Cadbury share schemes granted
but not exercised or satisfied as at 6.00 pm (London time) on 14 January
2010 and any other options/awards granted or made thereafter with the
agreement of Kraft Foods, who in either case exercise options in respect of
Cadbury Shares or whose awards of Cadbury Shares vest and who are entered
into the register in respect of such shares after the Existing Shareholders
Record Date where such options or awards are satisfied by the issue of
Cadbury Shares; and/or (ii) the trustee of any employee benefit trust or
nominee to which Cadbury Shares are issued after the Existing Shareholders
Record Date in order to satisfy such options/awards under the Cadbury share
schemes, in each case in respect of such shares.
There will be a "rolling record date" for the holders of options/awards who
exercise options or whose awards vest after the Existing Shareholders Record
Date and for the trustee of any employee benefit trust or nominee to which
Cadbury Shares are issued after the Existing Shareholders Record Date. Each
holder of options/awards (or the trustee or the nominee as the case may be)
shall become entitled to the Special Dividend in respect of the relevant shares
upon the exercise of the holders' options or the vesting of the holders' awards
and them being entered into the register.
In accordance with the London Stock Exchange's dividend timetable for 2010, the
ex dividend date for the Special Dividend will be two business days following
announcement by Kraft Foods of the offer becoming wholly unconditional, if
announced before 8.00 am (London time), or three business days, if announced
after 8.00 am (London time). As such, it is currently expected that the ex
dividend date will be Friday 5 February.
The payment date for the Special Dividend will be:
* for Cadbury Shareholders on the register at the close of business on the
Existing Shareholders Record Date, the date that is 14 days following the
Existing Shareholders Record Date; and
* for the holders of options/awards under the Cadbury share schemes and/or
the trustee of any employee benefit trust and/or the nominee in the
circumstances set out above, a date not more than 21 days following the
date on which they are entered into the register in respect of the relevant
shares. This is to allow entitlements to be dealt with periodically for
administrative reasons.
No DRIP elections can be made in respect of, and no existing DRIP elections
will apply to, the Special Dividend.
Terms defined in the revised offer document published by Kraft Foods on 19
January 2009 in connection with the Final Offer (as defined therein) and
containing the revised terms of the Final Offer shall have the same meaning in
this document unless the context requires otherwise.
Ends
For Further Information:
Cadbury plc +44 1895 615000
http://www.cadbury.com
Capital Market Enquiries +44 1895 615124
John Dawson, Michelle Rees and Basak Kotler
Media Enquiries
Cadbury +44 1895 615011
Trevor Datson
Finsbury +44 20 7251 3801
Rollo Head
Finsbury US +1 212 303 7600
Andy Merrill and Jeremy Fielding
About Cadbury
Cadbury is one of the world's largest confectionery businesses with number one
or number two positions in over 20 of the world's 50 biggest confectionery
markets. It also has the largest and most broadly spread emerging markets
business of any confectionery company. With origins stretching back nearly 200
years, Cadbury's brands include many global, regional and local favourites
including Cadbury Dairy Milk, Flake, Creme Egg and Green & Black's in
chocolate; Trident, Dentyne, Hollywood and Bubbaloo in gum; and Halls, Cadbury
Eclairs, Bassett's and The Natural Confectionery Co. in candy.
Forward Looking Statements
Except for historical information and discussions contained herein, statements
contained in these materials may constitute "forward looking statements" within
the meaning of Section 27A of the US Securities Act of 1933, as amended, and
Section 21E of the US Securities Exchange Act of 1934, as amended. Forward
looking statements are generally identifiable by the fact that they do not
relate only to historical or current facts or by the use of the words "may",
"will", "should", "plan", "expect", "anticipate", "estimate", "believe",
"intend", "project", "goal" or "target" or the negative of these words or other
variations on these words or comparable terminology. Forward looking statements
involve a number of known and unknown risks, uncertainties and other factors
that could cause our or our industry's actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward looking statements. These forward looking statements are based on
numerous assumptions regarding the present and future strategies of each
business and the environment in which they will operate in the future. In
evaluating forward looking statements, you should consider general economic
conditions in the markets in which we operate, as well as the risk factors
outlined in our Form 20-F filed with the US Securities and Exchange Commission
and posted on Cadbury plc's website www.cadbury.com. These materials should be
viewed in conjunction with our periodic half yearly and annual reports and
other filings filed with or furnished to the Securities and Exchange
Commission, copies of which are available from Cadbury plc, Cadbury House,
Uxbridge Business Park, Sanderson Road, Uxbridge UB8 1DH, UK and from the
Securities and Exchange Commission's website at www.sec.gov. Cadbury plc does
not undertake publicly to update or revise any forward looking statement that
may be made in these materials, whether as a result of new information, future
events or otherwise. All subsequent oral or written forward-looking statements
attributable to Cadbury plc or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Publication on Cadbury Website
A copy of this announcement will be made available for inspection on Cadbury's
website (www.cadbury.com) free of charge.
END
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