Notice of Delisting and Related Matters
February 05 2010 - 2:00AM
UK Regulatory
TIDMCBRY
RNS Number : 7275G
Kraft Foods Inc.
05 February 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF THAT JURISDICTION
5 February 2010
OFFER
by
KRAFT FOODS INC.
for
CADBURY PLC
Notice of Delisting and Related Matters
Kraft Foods announced on 2 February 2010 that all of the Conditions to its
recommended Final Offer had been satisfied or waived and, accordingly, the Offer
was wholly unconditional.
Level of acceptances
As at 5.00 p.m. (London time) on 4 February 2010, Kraft Foods had received valid
acceptances of the Offer in respect of a total of 1,038,720,625 Cadbury Shares
(including those represented by Cadbury ADSs), representing approximately 75.41
per cent. of the existing issued share capital of Cadbury.
Delisting and re-registration
As Kraft Foods is in receipt of valid acceptances in respect of at least 75 per
cent. of the existing issued share capital of Cadbury, Cadbury confirms that the
20 Business Days' notice period for the cancellation of the listing of Cadbury
Shares on the Official List and the trading on the London Stock Exchange for
listed securities has commenced. It is anticipated that cancellation of listing
and trading will take effect no earlier than 8.00 a.m. (London time) on 8 March
2010. Cadbury intends to apply for the delisting of Cadbury ADSs from the NYSE,
in so far as practicable effective on the same date as the cancellation of
delisting and trading of the Cadbury Shares. As promptly as practicable,
Cadbury intends to terminate its ADS program and the Deposit Agreement.
Delisting is likely to reduce significantly the liquidity and marketability of
any Cadbury Shares (including those represented by Cadbury ADSs) in respect of
which the Offer has not been accepted.
It is also proposed that, after Cadbury Shares are delisted, Cadbury will be
re-registered as a private company.
Acceptance of the Offer
The Final Offer remains open until further notice and at least 14 days' notice
will be given if Kraft Foods decides to close the Final Offer.
Cadbury Securityholders who have not yet accepted, and wish to accept, the Offer
should take action to accept the Offer as soon as possible. Details of the
procedure for doing so are set out in the Final Offer Documents (including, in
the case of certificated Cadbury Shares and Cadbury ADSs, the Final Acceptance
Forms) sent to Cadbury Securityholders on 20 January 2010. The Final Offer
Documents are also available on Kraft Foods' website
(www.transactioninfo.com/kraftfoods).
Compulsory acquisition
Kraft Foods intends, assuming it becomes so entitled (by receiving 90 per cent.
acceptances), to acquire compulsorily any outstanding Cadbury Shares (including
any Cadbury Shares represented by Cadbury ADSs) pursuant to the provisions of
the 2006 Act.
Further information
If you have questions in relation to the Offer and you are not a Cadbury US
Shareholder, Cadbury Canadian Shareholder or Cadbury ADS Holder, please
telephone Computershare Investor Services PLC on 0870 889 3144 (from within the
UK), or on +44 870 889 3144 (from outside the UK).
If you have questions in relation to the Offer and you are a Cadbury US
Shareholder, Cadbury Canadian Shareholder or Cadbury ADS Holder, please
telephone Georgeson on +1 (212) 440-9800 (Banks and Brokers), +1 (800) 868-1391
(Toll-Free in the United States) or +1 (212) 806-6859 (from outside the United
States).
Other than as expressly set out in this announcement, capitalised terms used in
this announcement shall have the meaning given to them in the Final Offer
Document published by Kraft Foods on 19 January 2010.
Enquiries
+---------------------------------+---------------------------------+
| Kraft Foods | |
+---------------------------------+---------------------------------+
| Perry Yeatman (Media) | +1 847 646 4538 |
+---------------------------------+---------------------------------+
| Chris Jakubik (Investors) | +1 847 646 5494 |
+---------------------------------+---------------------------------+
| Cadbury | |
+---------------------------------+---------------------------------+
| John Dawson (Investors) | +44 1895 615124 |
+---------------------------------+---------------------------------+
| | |
+---------------------------------+---------------------------------+
| Brunswick Group (public | |
| relations) | |
+---------------------------------+---------------------------------+
| Richard Jacques | +44 20 7404 5959 |
+---------------------------------+---------------------------------+
| Jonathan Glass | +44 20 7404 5959 |
+---------------------------------+---------------------------------+
Further information
This announcement does not constitute, and must not be construed as, an offer to
sell or an invitation to purchase or subscribe for any securities or the
solicitation of an offer to purchase or subscribe for any securities, pursuant
to the Offer or otherwise. The Offer is being made by the Original Offer
Documents, the Final Offer Documents and accompanying documentation (the "Offer
Documentation"). Cadbury Securityholders who accept the Offer may rely only on
the Offer Documentation for all the terms and conditions of the Offer.
This announcement is not a prospectus for the purposes of the EU Prospectus
Directive. Cadbury Securityholders in the EU should not tender their shares
except on the basis of information in the prospectus published pursuant to the
EU Prospectus Directive on Kraft Foods' website (as supplemented from time to
time). In making their decision whether or not to accept the Offer, Cadbury
Securityholders who are South African residents will need to take into account
the Excon Regulations, and consider whether or not their acceptance of the Offer
and their subsequent receipt of consideration for their Cadbury Shares from
Kraft Foods, whether in the form of cash and/or New Kraft Foods Shares, will be
in compliance with the Excon Regulations.
The release, publication or distribution of this announcement and any other
Offer-related documentation in jurisdictions other than the UK, the US, Canada,
France, Ireland or Spain, and the availability of the Offer to Cadbury
Securityholders who are not resident in such jurisdictions may be affected by
the laws or regulations of relevant jurisdictions. Therefore any persons who are
subject to the laws and regulations of any jurisdiction other than the UK, the
US, Canada, France, Ireland or Spain, and Cadbury Securityholders who are not
resident in such jurisdictions should inform themselves of and observe any
applicable requirements.
Forward-looking statements
This announcement contains forward-looking statements regarding the Final Offer.
Such statements include, but are not limited to, statements about the benefits
of the combination and other such statements that are not historical facts,
which are or may be based on Kraft Foods' plans, estimates and projections.
These forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond Kraft Foods' control, that could cause
Kraft Foods' actual results to differ materially from those indicated in any
such forward-looking statements. Such factors include, but are not limited to,
the risk factors, as they may be amended from time to time, set forth in Kraft
Foods' filings with the US Securities and Exchange Commission ("SEC"), including
the registration statement on Form S-4, as amended from time to time, filed by
Kraft Foods in connection with the Final Offer, Kraft Foods' most recently filed
Annual Report on Form 10-K and subsequent reports on Forms 10-Q and 8-K. Kraft
Foods disclaims and does not undertake any obligation to update or revise any
forward-looking statement in this announcement, except as required by applicable
law or regulation.
Additional US-related information
This announcement is provided for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell shares of Cadbury or
Kraft Foods. Kraft Foods has filed a registration statement and tender offer
documents, including subsequent amendments, and Cadbury has filed a
solicitation/recommendation statement on Schedule 14D-9, including subsequent
amendments, with the SEC in connection with the recommended Final Offer. Cadbury
Shareholders who are US or Canadian residents and holders of Cadbury ADSs,
wherever located, should read those filings, and any other filings made by Kraft
Foods and Cadbury with the SEC in connection with the recommended Final Offer,
as they contain important information. Those documents, as well as Kraft Foods'
other public filings with the SEC, may be obtained without charge at the SEC's
website at www.sec.gov and at Kraft Foods' website at www.kraftfoodscompany.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ISEFZLLBBLFLBBL
Cadbury Schweppes (LSE:CBRY)
Historical Stock Chart
From Jun 2024 to Jul 2024
Cadbury Schweppes (LSE:CBRY)
Historical Stock Chart
From Jul 2023 to Jul 2024
