TIDMGNK
RNS Number : 5357J
CK Asset Holdings Limited
19 August 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
19 August 2019
RECOMMED CASH ACQUISITION
of
GREENE KING PLC
by
CK NOBLE (UK) LIMITED
(a wholly-owned subsidiary of CK Asset Holdings Limited)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of CK Noble (UK) Limited ("CK Bidco") and Greene
King plc ("Greene King") are pleased to announce that they have
reached agreement on the terms of a recommended cash offer by CK
Bidco for the entire issued and to be issued share capital of
Greene King, not already owned by or on behalf of the CKA Group. It
is intended that the Acquisition will be implemented by way of a
scheme of arrangement.
Acquisition terms
-- Under the terms of the Acquisition, each Greene King
Shareholder will be entitled to receive:
For each Greene King Share 850 pence in cash
(the "Cash Consideration")
-- In addition, the Acquisition allows for the distribution of
the previously announced final dividend for the 52 weeks ended 28
April 2019 of 24.4 pence per Greene King Share to be paid (subject
to approval by Greene King Shareholders at Greene King's upcoming
annual general meeting) on 13 September 2019 to Greene King
Shareholders on the register as at the close of business on 9
August 2019 (the "Final Dividend").
-- The Cash Consideration under the terms of the Acquisition
values the entire issued and to be issued share capital of Greene
King at approximately GBP2.7 billion on a fully diluted basis and
implies an enterprise value of approximately GBP4.6 billion. The
Cash Consideration represents:
-- a premium of approximately 51.0 per cent. to the Closing
Price of 563 pence per Greene King Share on 16 August 2019 (being
the last Business Day prior to the date of this announcement);
-- a premium of approximately 42.8 per cent. to the adjusted
three month volume weighted average price of 595 pence per Greene
King Share to 16 August 2019 (being the last Business Day prior to
the date of this announcement);
-- a premium of approximately 39.6 per cent. to the adjusted six
month volume weighted average price of 609 pence per Greene King
Share to 16 August 2019 (being the last Business Day prior to the
date of this announcement); and
-- an enterprise value multiple of approximately 9.5x Greene
King's EBITDA of GBP482 million for the 52 week period to 28 April
2019, or 10.0x including the fair value of interest rate swap
liabilities as at 28 April 2019.
-- If, on or after the date of this announcement and before the
Effective Date, any dividend and/or other distribution and/or
return of capital (other than the Final Dividend) is declared, made
or paid or becomes payable in respect of the Greene King Shares, CK
Bidco reserves the right to reduce the Cash Consideration payable
under the terms of the Acquisition for the Greene King Shares by an
amount up to the amount of such dividend and/or other distribution
and/or return of capital, in which case any reference in this
announcement to the Cash Consideration payable under the terms of
the Acquisition will be deemed to be a reference to the Cash
Consideration as so reduced. In such circumstances, Greene King
Shareholders would be entitled to retain any such dividend and/or
other distribution and/or return of capital.
-- The Cash Consideration payable by CK Bidco to Greene King
Shareholders under the terms of the Acquisition will be funded from
the existing cash resources of the CKA Group.
Recommendation
-- The Greene King Directors, who have been so advised by
Citigroup and Rothschild & Co as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing their advice to the Greene King Directors,
Citigroup and Rothschild & Co have taken into account the
commercial assessments of the Greene King Directors.
-- Accordingly, the Greene King Directors intend unanimously to
recommend that Greene King Shareholders vote in favour of the
Scheme at the Court Meeting and the resolutions relating to the
Acquisition at the Greene King General Meeting as the Greene King
Directors who hold Greene King Shares have irrevocably undertaken
to do in respect of their own beneficial holdings totalling 155,026
Greene King Shares (representing approximately 0.050 per cent. of
the existing issued ordinary share capital of Greene King) as at 16
August 2019, being the last Business Day prior to the date of this
announcement.
-- Further details of these irrevocable undertakings (including
the circumstances in which they cease to be binding) are set out in
Appendix 3 to this announcement.
CKA Shareholder approval and irrevocable undertakings from CKA
Shareholders
-- CK Bidco is a newly incorporated wholly-owned indirect
subsidiary of CKA, which is a limited liability company
incorporated in the Cayman Islands, registered in Hong Kong, and
listed on the Main Board of the Hong Kong Stock Exchange.
-- As the Acquisition constitutes a major transaction of CKA
pursuant to the Hong Kong Listing Rules, the Acquisition will be
subject to approval by CKA Shareholders by simple majority.
-- The CKA Directors intend unanimously to recommend that CKA
Shareholders vote in favour of the resolutions to approve and
implement the Acquisition at the CKA General Meeting as the CKA
Directors who have personal interests in any CKA Shares have
irrevocably undertaken to do in respect of their own beneficial
holdings totalling 481,758 CKA Shares (representing approximately
0.013 per cent. of the existing issued ordinary share capital of
CKA) as at 16 August 2019, being the last Business Day prior to the
date of this announcement.
-- In addition, CKA has agreed to procure that the relevant
trustees of the Li family trusts provide to Greene King an
irrevocable undertaking to vote in favour of, or procure that the
registered holders vote in favour of, the resolutions relating to
the Acquisition at the CKA General Meeting in respect of the
1,160,195,710 CKA Shares which they hold directly or indirectly
(representing approximately 31.4 per cent. of the existing issued
share capital of CKA as at 16 August 2019, being the last Business
Day prior to the date of this announcement).
Background to and reasons for the Acquisition
-- CKA is a long-term and strategic investor in stable,
profitable and cash flow generating businesses that benefit from
real estate backing. CKA believes that the United Kingdom pub and
brewing sector shares these characteristics and that pubs will
continue to be an important part of British culture and the eating
and drinking out market. CKA has invested in the United Kingdom pub
sector and owns a small portfolio of freehold pubs, all of which
are leased to the Greene King Group.
-- The specific attractions of Greene King include its:
established position in the United Kingdom pub and brewing market;
freehold and long leasehold backed property estate; and resilient
financial profile.
-- CKA's strategic philosophy is to support management teams to
develop and implement plans which create long-term value. This is
underpinned by access to strong financial backing. CKA believes it
has the financial resources to invest capital in new initiatives,
where appropriate, to improve the sustainability, profitability and
competitiveness of Greene King.
Timetable and Conditions
-- It is intended that the Acquisition will be implemented by
way of a Court--sanctioned scheme of arrangement under Part 26 of
the Companies Act (although CK Bidco reserves the right to effect
the Acquisition by way of a Takeover Offer, subject to the consent
of the Panel).
-- The Acquisition will be subject to the Conditions and further
terms set out in Appendix 1 to this announcement, and to be set out
in full in the Scheme Document, including, amongst others:
-- approvals of Greene King Shareholders and CKA Shareholders at
the Greene King Meetings and the CKA General Meeting,
respectively;
-- receipt of the required decision(s) from the European Commission; and
-- the sanction of the Scheme by the Court.
-- It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and Greene King General Meeting, together with the associated forms
of proxy, will be posted to Greene King Shareholders within 28 days
of this announcement (or such later time as Greene King, CK Bidco
and the Panel agree) and the Greene King Meetings are expected to
be held shortly thereafter. It is expected that the CKA Circular
will be published by CKA on or about 16 September 2019, which is
expected to be the same date as the date on which the Scheme
Document is posted to Greene King Shareholders, with the CKA
General Meeting being held on the same date as the Greene King
Meetings. The Acquisition is currently expected to complete in the
fourth quarter of 2019, subject to approval of Greene King
Shareholders and CKA Shareholders and receipt of the required
decision(s) from the European Commission and the sanction of the
Scheme by the Court. An expected timetable of key events relating
to the Acquisition will be provided in the Scheme Document.
Commenting on the Acquisition, George Colin Magnus, OBE, BBS,
Non-executive Chairman Designate of CK Bidco, said:
"CKA's strategy is to look for businesses with stable and
resilient characteristics and strong cash flow generating
capabilities. The UK pub and brewing sector shares these
characteristics and we believe that this sector will continue to be
an important part of British culture and the eating and drinking
out market in the long run. Greene King, being a leading integrated
pub retailer and brewer with strong real estate backing, is well
positioned to capture the opportunities that lie ahead.
We are proud of our track record in the UK and our philosophy is
to support strong management teams and provide investee companies
with access to patient capital in order to create sustainable
long-term value."
Commenting on the prospect of working with Greene King's team,
Gerald Ma, Executive Committee Member and General Manager,
Corporate Business Development Department of CKA said:
"We have come to know Greene King well as we have been an owner
of a portfolio of pubs which have been leased to them since late
2016. We share the strategy which Greene King has set out in its
recent results announcement, that is to focus efforts on developing
the brand, enhancing the service offering, training and retaining
talent, executing an active estate management strategy, and all
under a prudent financial management policy. I look forward to
working closely with the management team as we embark on the next
stage in the company's growth."
Commenting on the Acquisition, Philip Yea, Chairman of Greene
King, said:
"The Greene King board is confident in the long term prospects
of the business but believes this offer represents a good
opportunity for shareholders to realise value for their investment
at an attractive premium, while also ensuring the future success of
Greene King for employees, partners, customers and suppliers. We
are therefore unanimously recommending it to our shareholders."
Nick Mackenzie, Chief Executive of Greene King, added:
"Greene King has a well-invested estate in prime locations,
leading brands, a rich history and a talented team of c.38,000
people serving millions of customers across the country every
week.
CKA is an experienced UK investor and shares many of Greene
King's business philosophies. They understand the strengths of our
business and we welcome their commitment to working with the
existing management team, evolving the strategy and investing in
the business to ensure its continued long term growth."
This summary should be read in conjunction with the following
announcement and the Appendices. The Conditions to, and certain
further terms of, the Acquisition are set out in Appendix 1. The
bases and sources for certain financial information contained in
this announcement are set out in Appendix 2. Details of irrevocable
undertakings are set out in Appendix 3 to this announcement.
Certain definitions and terms used in this announcement are set out
in Appendix 4.
Enquiries:
HSBC Bank plc (financial adviser to CKA and CK Bidco) Tel: +44(0) 20 7991 8888
Anthony Parsons
David Plowman
Aamir Khan
Edmond Tin
Brunswick (PR adviser to CKA) Tel: +44(0) 20 7404 5959
Stuart Hudson
Nick Cosgrove
Greene King Tel: +44(0) 12 8476 3222
Nick Mackenzie, Chief Executive
Richard Smothers, Chief Financial Officer
Citigroup Global Markets Limited (joint financial adviser and joint corporate broker to Tel: +44(0) 20 7986 4000
Greene
King)
David Wormsley
Andrew Seaton
Edward McBride
Christopher Wren
Rothschild & Co (joint financial adviser to Greene King) Tel: +44(0) 20 7280 5000
John Deans
Edward Duckett
Ashley Gillard
Peel Hunt (joint corporate broker to Greene King) Tel: +44(0) 20 7418 8869
Dan Webster
Finsbury (PR adviser to Greene King) Tel: +44(0) 20 7251 3801
Alastair Hetherington
Philip Walters
Clifford Chance LLP is acting as legal adviser to CKA and CK
Bidco. Linklaters LLP is acting as legal adviser to Greene
King.
Further information
HSBC Bank plc ("HSBC"), which is authorised by the PRA and
regulated by the PRA and the FCA in the United Kingdom, is acting
exclusively for CKA and CK Bidco and no one else in connection with
the Acquisition and will not be responsible to anyone other than
CKA and CK Bidco for providing the protections afforded to clients
of HSBC nor for giving advice in relation to the Acquisition or any
matter or arrangement referred to in this announcement. Neither
HSBC, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of HSBC in connection with this
announcement, any statement contained herein or otherwise. HSBC has
given, and not withdrawn, its consent to the inclusion in this
announcement of the references to its name in the form and context
in which they appear.
Citigroup Global Markets Limited ("Citigroup"), which is
authorised by the PRA and regulated in the UK by the FCA and the
PRA, is acting exclusively as financial adviser to Greene King and
no one else in connection with the Acquisition and other matters
described in this announcement and shall not be responsible to
anyone other than Greene King for providing the protections
afforded to clients of Citigroup nor for providing advice in
connection with the Acquisition or any matter referred to in this
announcement.
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser to Greene King and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Greene King for providing
the protections afforded to clients of Rothschild & Co nor for
providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with this announcement, any statement contained
herein, the Acquisition or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Greene
King and for no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and the offer and will not be responsible to anyone other than
Greene King for providing the protections afforded to its clients
or for providing advice in relation to the Acquisition or any other
matter or arrangement referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any acceptance or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Greene King Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Greene King Shares
with respect to the Scheme at the Court Meeting, or to appoint
another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
Unless otherwise determined by CK Bidco or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, Citigroup
and its respective affiliates will continue to act as exempt
principal trader in Greene King securities on the London Stock
Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Takeover Code will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Notice to US investors in Greene King
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with accounting standards applicable in the
United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US.
If, in the future, CK Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into
the US, such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Greene King Shares and
Greene King ADR Holders to enforce their rights and any claim
arising out of the US federal laws, since CK Bidco and Greene King
are located in a non-US jurisdiction, and some or all of their
officers and directors may be residents of a non-US jurisdiction.
US holders of Greene King Shares and Greene King ADR Holders may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgement.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Acquisition, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the US.
US Greene King Shareholders and Greene King ADR Holders also
should be aware that the transaction contemplated herein may have
tax consequences in the US and, that such consequences, if any, are
not described herein. US Greene King Shareholders and Greene King
ADR Holders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this
transaction.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by CK Bidco and Greene
King contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
CK Bidco and Greene King about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on CK Bidco and Greene King (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "strategy", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although
CK Bidco and Greene King believe that the expectations reflected in
such forward-looking statements are reasonable, CK Bidco and Greene
King can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; as future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which CK Bidco and Greene King operate, weak, volatile
or illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which CK Bidco
and Greene King operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
CK Bidco nor Greene King, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, neither CK Bidco nor Greene
King is under any obligation, and CK Bidco and Greene King
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on CKA's website at
https://webfilter.ckah.com/WF06/ and on Greene King's website at
https://www.greeneking.co.uk/investor-centre/ promptly and in any
event by no later than 12 noon (London time) on the Business Day
following the publication of this announcement. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
No profit forecasts, estimates or quantified benefits
statements
Nothing in this announcement is intended, or is to be construed,
as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Greene King for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Greene King.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Greene King
Shareholders, persons with information rights and participants in
the Greene King Share Plans may request a hard copy of this
announcement by contacting Greene King's registrars, Link Asset
Services, during business hours on 0871 664 0300 (or +44(0) 371 664
0300 from abroad) or at The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU. For persons who receive a copy of this announcement
in electronic form or via a website notification, a hard copy of
this announcement will not be sent unless so requested. Such
persons may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition
should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Greene King Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Greene King may be provided to CK Bidco
during the offer period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Greene King
confirms that, as at 16 August 2019, it had in issue 310,011,031
ordinary shares of 12.5 pence each. The ISIN for the shares is
GB00B0HZP136.
Greene King has in place the Greene King ADR programme sponsored
and administered by Deutsche Bank Trust Company Americas. One
Greene King ADR represents two Greene King Shares. The Greene King
ADRs are traded over-the-counter. The ISIN for the Greene King ADRs
is US3947022030.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
19 August 2019
RECOMMED CASH ACQUISITION
of
GREENE KING PLC
by
CK NOBLE (UK) LIMITED
(a wholly-owned subsidiary of CK Asset Holdings Limited)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of CK Noble (UK) Limited ("CK Bidco") and Greene King
plc ("Greene King") are pleased to announce that they have agreed
the terms of a recommended cash offer by CK Bidco for the entire
issued and to be issued share capital of Greene King, not already
owned by or on behalf of the CKA Group.
It is intended that the Acquisition will be implemented by way
of a Court--sanctioned scheme of arrangement under Part 26 of the
Companies Act (although CK Bidco reserves the right to effect the
Acquisition by way of a Takeover Offer, subject to the consent of
the Panel).
2. The Acquisition
The Acquisition, which will be on the terms and subject to the
Conditions and further terms set out in Appendix 1 to this
announcement, and to be set out in full in the Scheme Document,
will be made on the following basis:
For each Greene King Share 850 pence in cash
(the "Cash Consideration")
In addition, the Acquisition allows for the distribution of the
previously announced final dividend for the 52 weeks ended 28 April
2019 of 24.4 pence per Greene King Share to be paid (subject to
approval by Greene King Shareholders at Greene King's upcoming
annual general meeting) on 13 September 2019 to Greene King
Shareholders on the register as at the close of business on 9
August 2019 (the "Final Dividend").
The Cash Consideration under the terms of the Acquisition values
the entire issued and to be issued share capital of Greene King at
approximately GBP2.7 billion on a fully diluted basis and implies
an enterprise value approximately of GBP4.6 billion. The Cash
Consideration represents:
-- a premium of approximately 51.0 per cent. to the Closing
Price of 563 pence per Greene King Share on 16 August 2019 (being
the last Business Day prior to the date of this announcement);
-- a premium of approximately 42.8 per cent. to the adjusted
three month volume weighted average price of 595 pence per Greene
King Share to 16 August 2019 (being the last Business Day prior to
the date of this announcement);
-- a premium of approximately 39.6 per cent. to the adjusted six
month volume weighted average price of 609 pence per Greene King
Share to 16 August 2019 (being the last Business Day prior to the
date of this announcement); and
-- an enterprise value multiple of approximately 9.5x Greene
King's EBITDA of GBP482 million for the 52 week period to 28 April
2019, or 10.0x including the fair value of interest rate swap
liabilities as at 28 April 2019.
If, on or after the date of this announcement and before the
Effective Date, any dividend and/or other distribution and/or
return of capital (other than the Final Dividend) is declared, made
or paid or becomes payable in respect of the Greene King Shares, CK
Bidco reserves the right to reduce the Cash Consideration payable
under the terms of the Acquisition for the Greene King Shares by an
amount up to the amount of such dividend and/or other distribution
and/or return of capital, in which case any reference in this
announcement to the Cash Consideration payable under the terms of
the Acquisition will be deemed to be a reference to the Cash
Consideration as so reduced. In such circumstances, Greene King
Shareholders would be entitled to retain any such dividend and/or
other distribution and/or return of capital.
3. Background to and reasons for the Acquisition
CKA is a long-term and strategic investor in stable, profitable
and cash flow generating businesses that benefit from real estate
backing. CKA believes that the United Kingdom pub and brewing
sector shares these characteristics and that pubs will continue to
be an important part of British culture and the eating and drinking
out market. CKA has invested in the United Kingdom pub sector and
owns a small portfolio of freehold pubs, all of which are leased to
the Greene King Group.
The specific attractions of Greene King include its: established
position in the United Kingdom pub and brewing market; freehold and
long leasehold backed property estate; and resilient financial
profile.
The CKA Board believes that the CKA Group would benefit from the
Acquisition as it represents an attractive investment opportunity
for CKA's investors. The Acquisition is consistent with CKA's
global diversification policy and is in accordance with CKA's
investment criteria. Upon the Acquisition becoming Effective, the
CKA Group is expected to benefit from being able to extend its
reach to other business areas and the stable recurrent income
generated from such reach, and from consolidating its holdings in
and through the United Kingdom.
CKA's strategic philosophy is to support management teams to
develop and implement plans which create long-term value. This is
underpinned by access to strong financial backing. CKA believes it
has the financial resources to invest capital in new initiatives,
where appropriate, to improve the sustainability, profitability and
competitiveness of Greene King.
CKA looks forward to working with all stakeholders of the Greene
King business, including its existing management, employees and
tenants, to enhance Greene King's long term value and market
position.
4. Recommendation
The Greene King Directors, who have been so advised by Citigroup
and Rothschild & Co as to the financial terms of the
Acquisition, consider the terms of the Acquisition to be fair and
reasonable. In providing advice to the Greene King Directors,
Citigroup and Rothschild & Co have taken into account the
commercial assessments of the Greene King Directors.
Accordingly, the Greene King Directors intend unanimously to
recommend that Greene King Shareholders vote in favour of the
Scheme at the Court Meeting and the resolutions relating to the
Acquisition at the Greene King General Meeting as the Greene King
Directors who hold Greene King Shares have irrevocably undertaken
to do in respect of their own beneficial holdings totalling 155,026
Greene King Shares (representing approximately 0.050 per cent. of
the existing issued ordinary share capital of Greene King) as at 16
August 2019, being the last Business Day prior to the date of this
announcement.
Further details of these irrevocable undertakings are set out in
Appendix 3 to the announcement.
5. Background to and reasons for the recommendation
Greene King's overall strategic objective is to be the best pub
and brewing company in Britain. To achieve this, Greene King has
pursued a consistent strategy which is built on five key pillars:
building distinct brands that more customers choose; providing
offers that deliver compelling value, service and quality;
developing engaged and high performing teams; maintaining a
well-located and invested estate; and executing prudent financial
management.
In June 2015, Greene King completed the acquisition of Spirit
Pub Company plc ("Spirit") to create the UK's leading integrated
pub company. The integration of Spirit was completed a year ahead
of schedule and realised synergies in excess of those announced at
the time of the acquisition. Since then, Greene King has
consolidated its position as the leading integrated UK pub company
and at 28 April 2019 the company operated 2,730 pubs, restaurants
and hotels across England, Wales and Scotland, of which 1,687 were
retail pubs, restaurants and hotels and 1,043 were tenanted, leased
and franchised pubs.
In recent years there has been substantial industry change
combined with increased macroeconomic and political uncertainty.
During this time, the Greene King Board has taken a number of
strategic decisions to continue to deliver value for Greene King
Shareholders. Through its focus on Value, Service and Quality
(VSQ), Greene King has continued to invest effectively in its
high-quality estate and its four leading core brands (Greene King
Local Pubs, Chef & Brewer, Farmhouse Inns and Hungry Horse). It
has also proactively managed its assets, successfully refinanced
(since June 2017 the Greene King Group has repaid a total of GBP487
million of Spirit secured bonds which represents 63 per cent. of
the nominal value of the Spirit secured debt outstanding as at 30
April 2017) and delivered value to Greene King Shareholders through
Greene King's sustainable dividend policy, reduced costs and
increased balance sheet flexibility.
Greene King performed strongly for the 52 weeks ended 28 April
2019, "Pub Company" like-for-like sales outperformed the market at
+2.9 per cent., driven by effective investment in VSQ. "Pub
Partners" delivered like-for-like net income of +1.5 per cent.
Like-for-like growth was achieved whilst successfully limiting the
impact of cost inflation affecting the broader industry with GBP35
million of mitigation, limiting cost inflation to GBP14
million.
The Greene King Board is fully confident in the ongoing
execution of its strategy under the leadership of Nick Mackenzie
(who was appointed as CEO on 1 May 2019) and that this strategy
will continue to deliver long-term value for Greene King
Shareholders. However, the Greene King Board believes that the
terms of the Acquisition recognise the quality of Greene King's
business, its potential and longer term prospects. In reaching its
conclusion, the Greene King Board considered:
-- the terms of the Acquisition in relation to the value and
prospects of Greene King's business;
-- that the Cash Consideration under the Acquisition represents
the premia and enterprise value / EBITDA multiples set out in
paragraph 2 above;
-- the impact of the Acquisition on all stakeholders, including
CKA's intentions for the Greene King business, including its name,
brand, business mix, ongoing investment and continuing head office
presence in Bury St Edmunds, and support centre in Burton upon
Trent and the assurances given by CK Bidco in relation to Greene
King employees; and
-- that the Acquisition provides Greene King Shareholders with
the opportunity to receive full cash value for Greene King now,
without any of the inherent execution, industry and macroeconomic
risks facing the business.
Accordingly, following careful consideration of the above
factors, the Greene King Board intends unanimously to recommend the
offer to Greene King Shareholders.
6. CKA General Meeting and irrevocable undertakings from CKA Shareholders
As the Acquisition constitutes a major transaction of CKA
pursuant to the Hong Kong Listing Rules, the Acquisition will be
subject to approval by CKA Shareholders by simple majority and a
general meeting of CKA will be convened for this purpose.
The CKA Directors intend unanimously to recommend that CKA
Shareholders vote in favour of the resolutions to approve and
implement the Acquisition at the CKA General Meeting as the CKA
Directors who have personal interests in any CKA Shares have
irrevocably undertaken to do in respect of their own beneficial
holdings totalling 481,758 CKA Shares (representing approximately
0.013 per cent. of the existing issued ordinary share capital of
CKA) as at 16 August 2019, being the last Business Day prior to the
date of this announcement.
In addition, CKA has agreed to procure that the relevant
trustees of the Li family trusts provide to Greene King an
irrevocable undertaking to vote in favour of, or procure that the
registered holders vote in favour of, the resolutions relating to
the Acquisition at the CKA General Meeting in respect of the
1,160,195,710 CKA Shares which they hold directly or indirectly
(representing approximately 31.4 per cent. of the existing issued
share capital of CKA as at 16 August 2019, being the last Business
Day prior to the date of this announcement).
7. Directors, management, employees, pensions, research and development and locations
CK Bidco's strategic plans for Greene King
CK Bidco regards the Greene King brand as a cornerstone of
Greene King's success and, following the Acquisition becoming
Effective, intends that Greene King will continue to operate as a
standalone business group and will retain the current company name.
CK Bidco supports Greene King's current strategy and intends to
work with the existing Greene King management team to develop and
implement the strategy following the Acquisition becoming
Effective. CK Bidco acknowledges that Greene King has recently
published its Capital Allocation Policy which contains a shared
philosophy of generating cash to re-invest in the business where
return thresholds are met and to meet other external commitments.
Greene King disposes of non-core pubs and/or transfers pubs between
"Pub Company" and "Pub Partners" as part of its ongoing estate
optimisation programme(s), and CK Bidco intends to continue to
support such programme(s) following the Effective Date. Absent new
investment opportunities, a material change in asset value or in
market circumstances, CK Bidco does not intend to significantly
change Greene King's current business composition of "Pub Company",
"Pub Partners" and "Brewing & Brands".
Following the Acquisition becoming Effective, CK Bidco intends
to procure that Greene King continues to operate within the terms
of its current securitisation arrangements and not to seek to amend
these structures without the consent of bondholders or the
agreement of the bond trustee. The Acquisition will be funded by
existing cash resources within the CKA Group and will not be
reliant on Greene King's dividends.
Existing employment rights and pensions
CK Bidco greatly values the skills, knowledge and expertise of
Greene King's existing management and employees and therefore CK
Bidco does not intend to make material changes with regard to the
continued employment of the employees and management of the Greene
King Group (including the conditions of employment or the balance
of skills and functions of the employees and management), nor does
CK Bidco intend to initiate any material headcount reductions
within the Greene King organisation as a result of the Acquisition,
although it is expected that each of the Greene King non-executive
directors will resign as directors of Greene King on or shortly
after the Effective Date. CK Bidco intends to continue to support
Greene King's apprentice scheme.
CK Bidco confirms that, following the Effective Date, the
existing contractual and statutory employment rights, including in
relation to pensions, of all Greene King management and employees
will be fully safeguarded in accordance with applicable law.
Greene King's defined benefit pension schemes are closed to new
members and future accruals. CK Bidco does not intend to make any
changes to the current employer pension contribution arrangements
(including with regard to current arrangements for the funding of
any scheme deficit), the accrual of benefits for existing members
or the closure of admission of new members. Following the
Acquisition becoming Effective, CK Bidco intends to work with the
pension trustees to maintain or optimise the future investment
strategy of the pension schemes.
Management incentive arrangements
Following the Acquisition becoming Effective, CK Bidco intends
to review management incentive structures and to put in place
cash-based long-term incentive plans, focusing on profitability,
return on equity, cash generation and operational quality relating
to the Greene King business, to replace the Greene King Performance
Share Plan 2013 which will come to an end as a result of the
Acquisition. Except as described below, CK Bidco has not had any
detailed discussions on proposals to enter into any form of
incentivisation arrangements for or with members of Greene King's
management.
In order to promote the retention of certain Greene King
employees (including the Greene King executive directors) following
the Effective Date, CK Bidco has agreed that, following the
Effective Date, it will grant to employees who held awards granted
on or after 1 May 2018 under the Greene King Performance Share Plan
2013 immediately prior to the Court Order ("Relevant Awards") cash
bonuses payable on 30 July 2021 subject to continued employment
(the "Transition Awards"). The value of each eligible participant's
Transition Award will be calculated by reference to an agreed
formula based on the value of the participant's Relevant Awards
that lapsed due to the Acquisition.
As required by, and solely for the purposes of Rule 16.2 of the
Takeover Code, Citigroup and Rothschild & Co have (in their
capacity as independent advisors to Greene King for the purposes of
Rule 3 of the Takeover Code) reviewed the terms of the Transition
Awards together with other information deemed relevant and advised
Greene King that the Transition Awards are fair and reasonable so
far as the Greene King Shareholders are concerned. In providing
their advice, Citigroup and Rothschild & Co have taken into
account the commercial assessments of the Greene King
Directors.
Headquarters, fixed assets and research and development
CK Bidco intends to keep Greene King's headquarters and
headquarter functions in Bury St. Edmunds and its support centre in
Burton upon Trent following the Effective Date and does not intend
to make any material changes in the locations of Greene King's
places of business (including its existing business support centres
in other locations) beyond the ordinary course pub investments,
divestments or transfers consistent with previous years as part of
Greene King's ongoing estate optimisation programme(s) referred to
above.
No changes are envisaged by CK Bidco with respect to the
redeployment of Greene King's fixed asset base. Greene King does
not currently have a research and development function and CK Bidco
has no plans in this regard.
Corporate governance and social responsibility
CKA is committed to good corporate governance and, following the
de-listing of Greene King, CK Bidco intends to procure that Greene
King adopts a governance code appropriate to its status as a large
UK incorporated private limited company and a member of a Hong Kong
listed group and maintains or enhances those key control processes
and procedures which continue to be relevant to Greene King,
including compliance with the Pub's Code, applicable accounting and
tax reporting standards and its approach to corporate social
responsibility.
None of the statements in this paragraph 7 are "post-offer
undertakings" for the purposes of Rule 19.5 of the Takeover
Code.
8. Information relating to CK Bidco and CKA
CK Bidco
CK Bidco is a newly incorporated wholly owned indirect
subsidiary of CKA. CK Bidco is a private limited company
incorporated in England and Wales.
CK Bidco has not traded since incorporation, nor has it entered
into any obligations, other than in connection with the
Acquisition.
CKA
CKA is a limited liability company incorporated in the Cayman
Islands, which is registered in Hong Kong, and is listed on the
Main Board of the Hong Kong Stock Exchange.
CKA is a leading multinational corporation and has diverse
capabilities with activities encompassing property development and
investment, hotel and serviced suite operation, property and
project management, investment in infrastructure and utility asset
operation and aircraft leasing.
Further details in relation to CK Bidco and CKA will be
contained in the Scheme Document.
9. Information relating to Greene King
Greene King is the UK's leading integrated pub retailer and
brewer operating over 2,700 pubs, restaurants and hotels across
England, Wales and Scotland and has a proud history of brewing
award-winning ales for more than 200 years. Greene King's three
main trading divisions are "Pub Company", "Pub Partners" and
"Brewing & Brands".
Since the acquisition of Spirit in 2015, Greene King has
successfully consolidated its Pub Company portfolio of managed pubs
around four leading retail brands: Greene King Local Pubs, Chef
& Brewer, Farmhouse Inns and Hungry Horse.
As at 28 April 2019, Greene King had 1,687 managed pubs,
restaurants and hotels.
Greene King's Pub Partners business offers people the
opportunity to run Greene King's pubs on a tenanted, leased or
franchised basis. As at 28 April 2019 Greene King had 1,043
primarily wet-led sites in Greene King's Pub Partners estate, of
which the majority are run under brewery-tied tenancy
agreements.
81 per cent. of the Greene King estate was either freehold or
long leasehold as at 28 April 2019.
Greene King's Brewing & Brands business brews, sells and
distributes a wide range of award-winning ales to both the on and
off trade. These are brewed in one of Greene King's two breweries,
in Bury St Edmunds, Suffolk and Dunbar, Scotland. The strategy is
focused on Greene King's core brands: Greene King IPA, the
fastest-selling national cask ale brand in the on-trade; Old
Speckled Hen, the UK's number one premium ale brand by volume;
Abbot Ale, the UK's number one premium cask ale brand; and Belhaven
Best, the number one ale brand in Scotland.
The total number of Greene King employees as at 28 April 2019
was c.38,000.
For the 52 week financial period ended 28 April 2019, Greene
King's revenue was GBP2,216.9 million and its operating profit
before exceptional and non-underlying items was GBP368.2 million.
Profit before tax and exceptional and non-underlying items was
GBP246.9 million, while adjusted basic earnings per share were 64.5
pence. Net profit before tax was GBP172.8 million, net profit after
tax was GBP120.4 million and net assets were GBP2,107.9
million.
For the 52 week financial period ended 29 April 2018, Greene
King's revenue was GBP2,176.7 million and its operating profit
before exceptional and non-underlying items was GBP373.1 million.
Profit before tax and exceptional and non-underlying items was
GBP243.0 million, while adjusted basic earnings per share were 62.7
pence. Net profit before tax was GBP197.5 million, net profit after
tax was GBP183.3 million and net assets were GBP2,073.1
million.
10. Financing of the Acquisition
The Cash Consideration payable by CK Bidco pursuant to the
Acquisition will be funded from the existing cash resources of the
CKA Group.
HSBC, as financial adviser to CKA and CK Bidco, is satisfied
that sufficient resources are available to CK Bidco to satisfy in
full the Cash Consideration payable to Greene King Shareholders
under the terms of the Acquisition.
11. Greene King Share Plans
Participants in the Greene King Share Plans will be contacted
regarding the effect of the Acquisition on their options and awards
under the Greene King Share Plans and appropriate proposals, where
required, will be made to such participants in due course. Details
of the proposals will be set out in the Scheme Document and in
separate letters to be sent to participants in the Greene King
Share Plans.
The Acquisition will extend to any Greene King Shares which are
unconditionally allotted or issued at or before the Scheme Record
Time, including those allotted or issued to satisfy the exercise of
options or vesting of awards under the Greene King Share Plans.
The Scheme will not extend to Greene King Shares issued after
the Scheme Record Time. However, it is proposed to amend Greene
King's articles of association at the Greene King General Meeting
to provide that, if the Acquisition becomes Effective, any Greene
King Shares issued to any person other than CK Bidco or its
nominees after the Scheme Record Time (including in satisfaction of
an option exercised under one of the Greene King Share Plans) will
be automatically transferred to CK Bidco in consideration for the
payment by CK Bidco to such persons of an amount equal to the Cash
Consideration available under the terms of the Acquisition for each
Greene King Share so transferred.
12. Offer-related arrangements
Confidentiality Agreement
On 17 July 2019, CKA and Greene King entered into a
confidentiality agreement (the "Confidentiality Agreement") in
relation to the Acquisition, pursuant to which, amongst other
things, CKA has undertaken to keep confidential information
relating to Greene King and to the Acquisition and not to disclose
it to third parties (with certain exceptions). These
confidentiality obligations will remain in force until the second
anniversary of the date of the Confidentiality Agreement. The
Confidentiality Agreement contains standstill provisions which
restricted CKA from acquiring or seeking to acquire interests in
certain securities of Greene King; with those restrictions ceasing
to apply upon the release of this announcement. The Confidentiality
Agreement contains provisions pursuant to which CKA has agreed not
to solicit certain employees of Greene King's Group, subject to
customary carve-outs, for a period of 12 months from the date of
the Confidentiality Agreement.
Cooperation Agreement
On 19 August 2019, CKA, CK Bidco and Greene King entered into a
cooperation agreement (the "Cooperation Agreement"), pursuant to
which, among other things (i) CKA and CK Bidco have agreed to use
all reasonable efforts to satisfy the antitrust condition in
paragraph 3(b) of Part A of Appendix 1 to this announcement and
Greene King has agreed to cooperate for the purposes of ensuring
the satisfaction of such Condition; (ii) each of CKA and CK Bidco
have agreed to provide Greene King with certain information for the
purposes of the Scheme Document and to otherwise assist with the
preparation of the Scheme Document; (iii) Greene King has agreed to
provide CKA with certain information for the purposes of the CKA
Circular and to otherwise assist with the preparation of the CKA
Circular; and (iv) CKA, CK Bidco and Greene King have agreed
provisions that will apply in respect of the Greene King Share
Plans and certain other employee incentive arrangements.
The Cooperation Agreement will terminate in certain
circumstances, including (subject to certain exceptions): (i) at
CKA and CK Bidco's election if (a) the Greene King Directors make a
Greene King Adverse Recommendation Change, (b) a third party
announces a firm intention to make an offer for Greene King which
is recommended by the Greene King Directors, (c) Greene King
announces that it will not convene the Greene King General Meeting
or Court Meeting or it does not intend to publish the Scheme
Document or, (d) once published, the date set out in the Scheme
Document for the Greene King General Meeting and Court Meeting is
more than 28 days after the date of the Scheme Document, unless
such later date is to ensure such meetings are held later than, but
on the same date as, the CKA General Meeting; (ii) at Greene King's
election if there is a CKA Board Recommendation Change; (iii) if a
competing proposal becomes effective or is declared or becomes
unconditional in all respects; (iv) if the Acquisition lapses,
terminates or is withdrawn on or prior to the Long Stop Date,
including where a Condition has not been satisfied and has been
successfully invoked by CK Bidco; (v) at the election of CKA, CK
Bidco or Greene King following the occurrence of a break fee event
(as described below); and (vi) as otherwise agreed between CKA, CK
Bidco and Greene King.
CKA has undertaken to pay a break fee to Greene King of GBP53.1
million if:
-- both of the following events occur:
-- CKA fails to procure that, not later than five Business Days
after the CKA Circular has been despatched to CKA Shareholders, the
relevant trustees of the Li family trusts provide to Greene King an
irrevocable undertaking to vote in favour of the resolutions
relating to the Acquisition at the CKA General Meeting, or the
relevant trustees of the Li family trusts fail to vote their CKA
Shares in favour of such resolutions at the CKA General Meeting in
accordance with such irrevocable undertaking; and
-- with a vote having been held on the resolutions relating to
the Acquisition at a CKA General Meeting, the resolutions are not
passed by the CKA Shareholders; or
-- CKA fails to include the CKA Board Recommendation in the CKA
Circular or there is a CKA Board Recommendation Change prior to the
CKA General Meeting and either: (i) the CKA General Meeting is not
held in sufficient time to enable completion of the Acquisition to
occur by the Long Stop Date; or (ii) with a vote having been held
on the resolutions relating to the Acquisition at a CKA General
Meeting, the resolutions are not passed by the CKA Shareholders;
or
-- any of the CKA Directors or CK Bidco Directors, Mr Li
Ka-shing or any of the members of the executive committee of CKA
make a public statement at or prior to the CKA General Meeting
which is reasonably likely to have an adverse effect on the passing
of the resolutions relating to the Acquisition at the CKA General
Meeting and with a vote having been held on the resolutions
relating to the Acquisition at a CKA General Meeting, the
resolutions are not passed by the CKA Shareholders.
However, no break fee will be payable if: (i) at the time of the
relevant break fee event the Cooperation Agreement has already been
terminated, (ii) the relevant break fee event has been caused by
Greene King's material breach of its obligations under certain
provisions of the Cooperation Agreement; or (iii) prior to the time
of the relevant break fee event, there has been a Greene King
Adverse Recommendation Change.
13. Scheme process and Conditions to the Acquisition
It is intended that the Acquisition shall be effected by means
of a Court-approved scheme of arrangement between Greene King and
the Greene King Shareholders under Part 26 of the Companies
Act.
The effect of the Scheme is to provide for CK Bidco to become
the holder of the entire issued and to be issued ordinary share
capital of Greene King. This is to be achieved by the transfer of
the Greene King Shares to CK Bidco, in consideration for which the
Greene King Shareholders who are on the register of members at the
Scheme Record Time shall receive the Cash Consideration on the
basis set out in paragraph 2 of this announcement.
CKA has an indirect interest in Greene King Shares held via a
wholly-owned subsidiary of CKA (being 8,990,182 Greene King Shares
representing approximately 2.9 per cent. of the existing issued
ordinary share capital of Greene King as at 16 August 2019, being
the last Business Day prior to the date of this announcement),
which will not be Scheme Shares and will not be acquired by CK
Bidco pursuant to the Acquisition. CKA's wholly-owned subsidiary
who is the registered holder of the 8,990,182 Greene King Shares
will not be permitted to vote such Greene King Shares at the Court
Meeting, but will be permitted to vote such Greene King Shares at
the Greene King General Meeting.
To become Effective, the Scheme requires, among other
things:
-- the approval of a majority in number of the Greene King
Shareholders who are present and vote, whether in person or by
proxy, at the Court Meeting and who represent not less than 75 per
cent. in value of the Greene King Shares voted by those Greene King
Shareholders;
-- the passing of the resolutions necessary to implement the
Acquisition at the Greene King General Meeting (which will require
the approval of Greene King Shareholders representing at least 75
per cent. of the votes cast at the Greene King General Meeting
either in person or by proxy);
-- the approval of CKA Shareholders at the CKA General Meeting;
-- receipt of the required decision(s) from the European Commission; and
-- the sanction of the Scheme by the Court and, following such
sanction, the delivery of a copy of the Court Order to the
Registrar of Companies.
The Conditions in paragraph 2 of Appendix 1 to this announcement
provide that the Scheme will lapse if:
-- the Court Meeting and the Greene King General Meeting are not
held by the 22nd day after the expected date of the Court Meeting
to be set out in the Scheme Document in due course (or such later
date as may be agreed between CK Bidco and Greene King);
-- the Sanction Hearing to approve the Scheme is not held by the
22nd day after the expected date of such hearing to be set out in
the Scheme Document in due course (or such later date as may be
agreed between CK Bidco and Greene King); and
-- the Scheme does not become effective by 11.59 p.m. on the Long Stop Date,
provided however that the deadlines for the timing of the Court
Meeting, the Greene King General Meeting and the Sanction Hearing
as set out above may be waived by CK Bidco, and the Long Stop Date
may be extended by agreement between Greene King and CK Bidco.
If any Condition in paragraph 2 of Appendix 1 to this
announcement is not capable of being satisfied by the date
specified therein, CK Bidco shall make an announcement through a
Regulatory Information Service as soon as practicable and, in any
event, by not later than 7.00 a.m. on the Business Day following
the date so specified, stating whether CK Bidco has invoked that
Condition, (where applicable) waived that Condition or, with the
agreement of Greene King, specified a new date by which that
Condition must be satisfied.
Upon the Scheme becoming effective, it shall be binding on all
Greene King Shareholders, irrespective of whether or not they
attended or voted at the Court Meeting or the Greene King General
Meeting.
It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting
and Greene King General Meeting, together with the associated forms
of proxy, will be posted to Greene King Shareholders within 28 days
of this announcement (or such later time as Greene King, CK Bidco
and the Panel agree) and the Greene King Meetings are expected to
be held shortly thereafter. It is expected that the CKA Circular
will be published by CKA on or about 16 September 2019, which is
expected to be the same date as the date on which the Scheme
Document is posted to Greene King Shareholders, with the CKA
General Meeting being held on the same date as the Greene King
Meetings.
Subject to the satisfaction of the Conditions, the Scheme is
expected to become effective in the fourth quarter of 2019.
14. Delisting, cancellation of trading and re--registration
It is intended that the London Stock Exchange and the FCA will
be requested respectively to cancel trading in Greene King Shares
on the London Stock Exchange's market for listed securities and the
listing of the Greene King Shares from the Official List on or
shortly after the Effective Date.
It is expected that the last day of dealings in Greene King
Shares on the Main Market of the London Stock Exchange is expected
to be the date of the Sanction Hearing and no transfers will be
registered after 6.00 p.m. (London time) on that date.
It is intended that, following the Effective Date, Greene King's
ADR programme will be terminated. Further details in relation to
Greene King's ADR programme will be contained in the Scheme
Document.
It is intended that Greene King be re--registered as a private
limited company as soon as practicable on or following the
Effective Date.
15. Disclosure of interests in Greene King securities
As at the close of business on 16 August 2019 (being the last
Business Day prior to the date of this announcement), CKA had an
indirect interest in Greene King Shares held via a wholly-owned
subsidiary of CKA (being 8,990,182 Greene King Shares representing
approximately 2.9 per cent. of the existing issued ordinary share
capital of Greene King as of such date).
Save as disclosed in this announcement, as at the close of
business on 16 August 2019 (being the last Business Day prior to
the date of this announcement) neither CK Bidco, nor any of its
directors, nor, so far as CK Bidco is aware, any person acting in
concert (within the meaning of the Takeover Code) with it for the
purposes of the Acquisition: (i) had any interest in or right to
subscribe for or had borrowed or lent any Greene King Shares or
securities convertible or exchangeable into Greene King Shares; or
(ii) had any short positions in respect of relevant securities of
Greene King (whether conditional or absolute and whether in the
money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery; or
(iii) has borrowed or lent any relevant securities of Greene King
(including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Takeover Code) save for any borrowed shares which have been either
on-lent or resold; or (iv) is a party to any dealing arrangement of
the kind referred to in Note 11 on the definition of acting in
concert in the Takeover Code.
It has not been practicable for CK Bidco to make enquiries of
all of its concert parties in advance of the release of this
announcement. Therefore, if CK Bidco becomes aware, following the
making of such enquiries, that any of its concert parties have any
additional interests in the relevant securities of Greene King, all
relevant details in respect of CK Bidco's concert parties will be
included in CK Bidco's Opening Position Disclosure in accordance
with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code
which must be made on or before 12 noon (London time) on 2
September 2019.
16. Documents
Copies of the following documents will be available promptly on
CKA's website and Greene King's website, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, at https://webfilter.ckah.com/WF06/ and
https://www.greeneking.co.uk/investor-centre/ respectively and in
any event by no later than 12 noon (London time) on the Business
Day following the publication of this announcement:
(a) this announcement;
(b) the Confidentiality Agreement;
(c) the Cooperation Agreement; and
(d) the irrevocable undertakings of the Greene King Directors
referred to in paragraph 4 and the irrevocable undertakings of the
CKA Directors referred to in paragraph 6 above.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
17. General
The Acquisition will be on the terms and subject to the
Conditions set out in Appendix 1, and to be set out in full in the
Scheme Document.
The Greene King Shares will be acquired pursuant to the
Acquisition with full title guarantee, fully paid and free from all
liens, charges, equities, encumbrances, rights of pre--emption and
any other interests of any nature whatsoever and together with all
rights attaching thereto, including without limitation voting
rights and the right to receive and retain in full all dividends
and other distributions (if any) announced, declared, made or paid
with a record date on or after the Scheme Record Time.
This announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
Enquiries:
HSBC Bank plc (financial adviser to CKA and CK Bidco) Tel: +44(0) 20 7991 8888
Anthony Parsons
David Plowman
Aamir Khan
Edmond Tin
Brunswick (PR adviser to CKA) Tel: +44(0) 20 7404 5959
Stuart Hudson
Nick Cosgrove
Greene King Tel: +44(0) 12 8476 3222
Nick Mackenzie, Chief Executive
Richard Smothers, Chief Financial Officer
Citigroup Global Markets Limited (joint financial adviser and joint corporate broker to Tel: +44(0) 20 7986 4000
Greene
King)
David Wormsley
Andrew Seaton
Edward McBride
Christopher Wren
Rothschild & Co (joint financial adviser to Greene King) Tel: +44(0) 20 7280 5000
John Deans
Edward Duckett
Ashley Gillard
Peel Hunt (joint corporate broker to Greene King) Tel: +44(0) 20 7418 8869
Dan Webster
Finsbury (PR adviser to Greene King) Tel: +44(0) 20 7251 3801
Alastair Hetherington
Philip Walters
Clifford Chance LLP is acting as legal adviser to CKA.
Linklaters LLP is acting as legal adviser to Greene King.
Further information
HSBC Bank plc ("HSBC"), which is authorised by the PRA and
regulated by the PRA and the FCA in the United Kingdom, is acting
exclusively for CKA and CK Bidco and no one else in connection with
the Acquisition and will not be responsible to anyone other than
CKA and CK Bidco for providing the protections afforded to clients
of HSBC nor for giving advice in relation to the Acquisition or any
matter or arrangement referred to in this announcement. Neither
HSBC, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of HSBC in connection with this
announcement, any statement contained herein or otherwise. HSBC has
given, and not withdrawn, its consent to the inclusion in this
announcement of the references to its name in the form and context
in which they appear.
Citigroup Global Markets Limited ("Citigroup"), which is
authorised by the PRA and regulated in the UK by the FCA and the
PRA, is acting exclusively as financial adviser to Greene King and
no one else in connection with the Acquisition and other matters
described in this announcement and shall not be responsible to
anyone other than Greene King for providing the protections
afforded to clients of Citigroup nor for providing advice in
connection with the Acquisition or any matter referred to in this
announcement.
N.M. Rothschild and Sons Limited ("Rothschild & Co"), which
is authorised and regulated by the FCA in the United Kingdom, is
acting as financial adviser to Greene King and no one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than Greene King for providing
the protections afforded to clients of Rothschild & Co nor for
providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Rothschild & Co
in connection with this announcement, any statement contained
herein, the Acquisition or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for Greene
King and for no one else in connection with the matters set out in
this announcement and will not regard any other person as its
client in relation to the matters referred to in this announcement
and the offer and will not be responsible to anyone other than
Greene King for providing the protections afforded to its clients
or for providing advice in relation to the Acquisition or any other
matter or arrangement referred to in this announcement.
This announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise. The Acquisition will be made solely through the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which will contain the full
terms and conditions of the Acquisition, including details of how
to vote in respect of the Acquisition. Any acceptance or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document).
This announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This announcement has been prepared in accordance with English
law, the Takeover Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency Rules and information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
The availability of the Acquisition to Greene King Shareholders
who are not resident in and citizens of the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are located or of which they are citizens. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Greene King Shares
with respect to the Scheme at the Court Meeting, or to appoint
another person as proxy to vote at the Court Meeting on their
behalf, may be affected by the laws of the relevant jurisdictions
in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
Unless otherwise determined by CK Bidco or required by the
Takeover Code, and permitted by applicable law and regulation, the
Acquisition will not be made available, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Scheme by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send it in or into or from
any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the US Exchange Act, Citigroup
and its respective affiliates will continue to act as exempt
principal trader in Greene King securities on the London Stock
Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom
pursuant to the Takeover Code will be reported to a Regulatory
Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information
will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Notice to US investors in Greene King
The Acquisition relates to the shares of an English company and
is being made by means of a scheme of arrangement provided for
under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy
solicitation rules under the US Securities Exchange Act of 1934
(the "US Exchange Act"). Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement has been
prepared in accordance with accounting standards applicable in the
United Kingdom and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the US.
If, in the future, CK Bidco exercises its right to implement the
Acquisition by way of a Takeover Offer, which is to be made into
the US, such Takeover Offer will be made in compliance with the
applicable US laws and regulations, including Section 14(e) and
Regulation 14E under the US Exchange Act.
It may be difficult for US holders of Greene King Shares and
Greene King ADR Holders to enforce their rights and any claim
arising out of the US federal laws, since CK Bidco and Greene King
are located in a non-US jurisdiction, and some or all of their
officers and directors may be residents of a non-US jurisdiction.
US holders of Greene King Shares and Greene King ADR Holders may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgement.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved of the
Acquisition, or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the US.
US Greene King Shareholders and Greene King ADR Holders also
should be aware that the transaction contemplated herein may have
tax consequences in the US and, that such consequences, if any, are
not described herein. US Greene King Shareholders and Greene King
ADR Holders are urged to consult with legal, tax and financial
advisers in connection with making a decision regarding this
transaction.
Forward looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by CK Bidco and Greene
King contain statements which are, or may be deemed to be,
"forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
CK Bidco and Greene King about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the
Acquisition on CK Bidco and Greene King (including their future
prospects, developments and strategies), the expected timing and
scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be
identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to",
"budget", "projects", "strategy", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although
CK Bidco and Greene King believe that the expectations reflected in
such forward-looking statements are reasonable, CK Bidco and Greene
King can give no assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements.
These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite
regulatory and shareholder approvals and the satisfaction of other
Conditions on the proposed terms and schedule; as future market
conditions, changes in general economic and business conditions,
the behaviour of other market participants, the anticipated
benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the
countries in which CK Bidco and Greene King operate, weak, volatile
or illiquid capital and/or credit markets, changes in tax rates,
interest rate and currency value fluctuations, the degree of
competition in the geographic and business areas in which CK Bidco
and Greene King operate and changes in laws or in supervisory
expectations or requirements. Other unknown or unpredictable
factors could cause actual results to differ materially from those
in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors. Neither
CK Bidco nor Greene King, nor any of their respective associates or
directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. You are cautioned not to place any reliance on
these forward-looking statements. Other than in accordance with
their legal or regulatory obligations, neither CK Bidco nor Greene
King is under any obligation, and CK Bidco and Greene King
expressly disclaim any intention or obligation, to update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 pm
(London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on a website
This announcement and the documents required to be published
pursuant to Rule 26.1 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on CKA's website at
https://webfilter.ckah.com/WF06/ and on Greene King's website at
https://www.greeneking.co.uk/investor-centre/ promptly and in any
event by no later than 12 noon (London time) on the Business Day
following the publication of this announcement. The content of the
website referred to in this announcement is not incorporated into
and does not form part of this announcement.
No profit forecasts, estimates or quantified benefits
statements
Nothing in this announcement is intended, or is to be construed,
as a profit forecast, profit estimate or quantified benefits
statement for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per share
for Greene King for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for Greene King.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, Greene King
Shareholders, persons with information rights and participants in
the Greene King Share Plans may request a hard copy of this
announcement by contacting Greene King's registrars, Link Asset
Services, during business hours on 0871 664 0300 (or +44(0) 371 664
0300 from abroad) or at The Registry, 34 Beckenham Road, Beckenham,
Kent, BR3 4TU. For persons who receive a copy of this announcement
in electronic form or via a website notification, a hard copy of
this announcement will not be sent unless so requested. Such
persons may also request that all future documents, announcements
and information to be sent to you in relation to the Acquisition
should be in hard copy form.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by Greene King Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Greene King may be provided to CK Bidco
during the offer period as required under Section 4 of Appendix 4
of the Takeover Code to comply with Rule 2.11(c).
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, Greene King
confirms that, as at 16 August 2019, it had in issue 310,011,031
ordinary shares of 12.5 pence each. The ISIN for the shares is
GB00B0HZP136.
Greene King has in place the Greene King ADR programme sponsored
and administered by Deutsche Bank Trust Company Americas. One
Greene King ADR represents two Greene King Shares. The Greene King
ADRs are traded over-the-counter. The ISIN for the Greene King ADRs
is US3947022030.
Appendix 1
CONDITIONS AND FURTHER TERMS OF THE Acquisition
Part A: Conditions to the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and effective, subject to the provisions of the
Takeover Code, by no later than 11.59 p.m. on the Long Stop
Date.
Scheme approval
2. The Scheme will be subject to the following Conditions:
(a) (i) its approval by a majority in number of the Scheme
Shareholders who are present and voting, whether in person or by
proxy, at the Court Meeting and at any separate class meeting which
may be required (or any adjournment thereof) and who represent 75
per cent. or more in value of the Scheme Shares voted by those
Scheme Shareholders; and (ii) such Court Meeting being held on or
before the 22nd day after the expected date of the Court Meeting to
be set out in the Scheme Document in due course (or such later date
as may be agreed between CK Bidco and Greene King (and that the
Court may allow));
(b) (i) the resolutions required to implement the Scheme being
duly passed at the Greene King General Meeting (or any adjournment
thereof); and (ii) such Greene King General Meeting being held on
or before the 22nd day after the expected date of the Greene King
General Meeting to be set out in the Scheme Document in due course
(or such later date as may be agreed between CK Bidco and Greene
King (and that the Court may allow)); and
(c) (i) the sanction of the Scheme by the Court (with or without
modification (but subject to such modification being acceptable to
CK Bidco and Greene King)) and the delivery of a copy of the Court
Order to the Registrar of Companies; and (ii) the Sanction Hearing
being held on or before the 22nd day after the expected date of the
Sanction Hearing to be set out in the Scheme Document in due course
(or such later date as may be agreed between CK Bidco and Greene
King (and that the Court may allow)).
Other conditions
3. The Acquisition will also be conditional upon the following
conditions and, accordingly, the necessary actions to make the
Scheme effective will not be taken unless the following Conditions
(as amended if appropriate) have been satisfied or, where capable
of waiver, waived:
CKA Shareholder approval
(a) the passing at the CKA General Meeting (or any adjournment
thereof) of such resolution or resolutions as are necessary to
approve, implement and effect the Acquisition (as such resolutions
may be set out in the CKA Circular);
Antitrust
(b) in so far as the Acquisition constitutes a concentration
with a Community dimension within the scope of Council Regulation
(EC) 139/2004/EC (the "Council Regulation"), the European
Commission:
(i) taking a decision (or being deemed to have taken such a
decision or one with equivalent effect) under Article 6(1)(b) of
the Council Regulation declaring the Acquisition compatible with
the common market, in terms reasonably satisfactory to CK Bidco
(including, for the avoidance of doubt, where such a decision is
taken on or after the date of withdrawal of the United Kingdom from
the European Union as set out in the European Union (Withdrawal
Act) 2018 (as amended from time to time) or where the European
Commission indicates it will not take such a decision due to the
withdrawal of the United Kingdom from the European Union and that
withdrawal has occurred); or
(ii) taking a decision (or being deemed to have taken a
decision) to refer the Acquisition to the competent authorities of
one or more member states under Article 9(3) or Article 4(4) of the
Council Regulation;
Other Third Party clearances
(c) other than in respect of Condition 3(b) or the CMA, no
central bank, government or governmental, quasi--governmental,
supranational, statutory, regulatory, environmental,
administrative, fiscal or investigative body, court, trade agency,
association, institution, environmental body, employee
representative body or any other body or person whatsoever in any
jurisdiction (each a "Third Party") having given notice of a
decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each
case, not having withdrawn the same), or having required any action
to be taken or otherwise having done anything or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice (and in each case, not having withdrawn the
same) and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be
expected to:
(i) make the Acquisition, its implementation or the acquisition
or proposed acquisition of any shares or other securities in, or
control or management of, any member of the Wider Greene King Group
by any member of the Wider CKA Group void, voidable, illegal and/or
unenforceable under the laws of any relevant jurisdiction, or
otherwise directly or indirectly prevent, prohibit, or materially
restrain, restrict, impede, challenge, delay or otherwise
materially interfere with the approval or implementation of, or
impose additional material conditions or obligations with respect
to, the Acquisition or any matter arising from the proposed
acquisition of any shares or other securities in, or control or
management of, any member of the Wider Greene King Group by any
member of the Wider CKA Group;
(ii) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any
member of the Wider CKA Group or by any member of the Wider Greene
King Group of all or any material part of their businesses, assets
or property or impose any limitation on the ability of all or any
of them to conduct their businesses (or any part thereof) or to
own, control or manage any of their assets or properties (or any
part thereof) to an extent which is material in the context of the
Wider Greene King Group taken as a whole or the Wider CKA Group
taken as a whole;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider CKA Group directly
or indirectly to acquire or hold or to exercise effectively all or
any rights of ownership in respect of shares or other securities in
Greene King (or any member of the Wider Greene King Group) or on
the ability of any member of the Wider Greene King Group or any
member of the Wider CKA Group directly or indirectly to hold or
exercise effectively any rights of ownership in respect of shares
or other securities (or the equivalent) in, or to exercise
management control over, any member of the Wider Greene King Group
to an extent which is material in the context of the Wider Greene
King Group taken as a whole or the Wider CKA Group taken as a
whole;
(iv) other than pursuant to the implementation of the Scheme,
require any member of the Wider CKA Group or the Wider Greene King
Group to acquire or offer to acquire any shares, other securities
(or the equivalent) or interest in any member of the Wider Greene
King Group or any asset owned by any third party which is material
in the context of the Wider Greene King Group or the Wider CKA
Group, in either case taken as a whole;
(v) require, prevent or materially delay a divestiture by any
member of the Wider CKA Group of any shares or other securities (or
the equivalent) in any member of the Wider Greene King Group;
(vi) result in any member of the Wider Greene King Group ceasing
to be able to carry on business under any name under which it
presently carries on business to an extent which is material in the
context of the Wider Greene King Group taken as a whole;
(vii) impose any material limitation on the ability of any
member of the Wider CKA Group or any member of the Wider Greene
King Group to conduct, integrate or co--ordinate all or any part of
their respective businesses with all or any part of the business of
any other member of the Wider CKA Group and/or the Wider Greene
King Group in a manner which is adverse to the Wider CKA Group
and/or the Wider Greene King Group, in either case, taken as a
whole; or
(viii) except as Disclosed, otherwise affect the business,
assets, value, profits, prospects or operational performance of any
member of the Wider Greene King Group or any member of the Wider
CKA Group in each case in a manner which is adverse to and material
in the context of the Wider Greene King Group taken as a whole or
of the obligations of any members of the Wider CKA Group taken as a
whole;
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Acquisition or proposed acquisition of any Greene King Shares or
otherwise intervene having expired, lapsed, or been terminated;
(d) other than a notification or filing to the CMA, all
notifications, filings or applications which are deemed by CK Bidco
to be necessary or appropriate having been made in connection with
the Acquisition and all necessary waiting and other time periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated (as appropriate) and all statutory and regulatory
obligations in any jurisdiction having been complied with in each
case in respect of the Acquisition and all Authorisations which are
deemed by CK Bidco to be necessary or appropriate in any
jurisdiction for or in respect of the Acquisition or the proposed
acquisition of any shares or other securities in, or control of,
Greene King by any member of the Wider CKA Group having been
obtained in terms and in a form reasonably satisfactory to CK Bidco
from all appropriate Third Parties or (without prejudice to the
generality of the foregoing) from any person or bodies with whom
any member of the Wider Greene King Group or the Wider CKA Group
has entered into contractual arrangements and all such
Authorisations which are deemed by CK Bidco to be necessary or
appropriate to carry on the business of any member of the Wider
Greene King Group in any jurisdiction having been obtained in each
case where the direct consequence of a failure to make such
notification or filing or to wait for the expiry, lapse or
termination of any such waiting or other time period or to comply
with such obligation or obtain such Authorisation would be unlawful
in any relevant jurisdiction or have a material adverse effect on
the Wider Greene King Group, any member of the Wider CKA Group or
the ability of CK Bidco to implement the Scheme and all such
Authorisations remaining in full force and effect at the time at
which the Scheme becomes otherwise unconditional in all respects
and there being no notice or intimation of an intention to revoke,
suspend, restrict, modify or not to renew such Authorisations;
Confirmation of absence of adverse circumstances
(e) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Greene King Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject or any event or circumstance
which, as a consequence of the Acquisition or the proposed
acquisition by any member of the Wider CKA Group of any shares or
other securities in Greene King or because of a change in the
control or management of any member of the Wider Greene King Group
or otherwise, would or might reasonably be expected to result in,
and in each case to an extent which is material in the context of
the Wider Greene King Group taken as a whole:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent of, or any grant available to, any member of the Wider
Greene King Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member
to borrow monies or incur any indebtedness being withdrawn or
inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider Greene King Group or any member of the
Wider CKA Group under any such arrangement, agreement, licence,
permit, lease or instrument or the interests or business of any
member of the Wider Greene King Group or any member of the Wider
CKA Group in or with any other firm or company or body or person
(or any agreement or arrangement relating to any such business or
interests) being or becoming capable of being terminated or
adversely modified or affected or any onerous obligation or
liability arising or any adverse action being taken thereunder;
(iii) any member of the Wider Greene King Group ceasing to be
able to carry on business under any name under which it presently
carries on business;
(iv) any assets or interests of, or any asset the use of which
is enjoyed by, any member of the Wider Greene King Group being or
falling to be disposed of or charged or any right arising under
which any such asset or interest could be required to be disposed
of or charged or could cease to be available to any member of the
Wider Greene King Group otherwise than in the ordinary course of
business;
(v) the creation, save in the ordinary and usual course of
business, or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property or
assets of any member of the Wider Greene King Group or any such
mortgage, charge or other security interest (whenever created,
arising or having arisen), becoming enforceable;
(vi) the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the
Wider Greene King Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider Greene King Group other than
trade creditors or other liabilities incurred in the ordinary
course of business; or
(viii) any liability of any member of the Wider Greene King
Group to make any severance, termination, bonus or other payment to
any of its directors or other officers;
No material transactions, claims or changes in the conduct of
the business of the Greene King Group
(f) except as Disclosed, no member of the Wider Greene King
Group having since 28 April 2019:
(i) save as between Greene King and its wholly--owned
subsidiaries or between such wholly--owned subsidiaries and save
for the issue or transfer out of treasury of Greene King Shares on
the exercise of options or vesting of awards granted in the
ordinary course under the Greene King Share Plans, issued or agreed
to issue or authorised or proposed or announced its intention to
authorise or propose the issue of additional shares of any class,
or securities or securities convertible into, or exchangeable for,
or rights, warrants or options to subscribe for or acquire, any
such shares or convertible securities or transferred or sold or
agreed to transfer or sell or authorised or proposed the transfer
or sale of Greene King Shares out of treasury;
(ii) save for the Final Dividend, recommended, declared, paid or
made or proposed to recommend, declare, pay or make any bonus
issue, dividend or other distribution (whether payable in cash or
otherwise) other than to Greene King or one of its wholly--owned
subsidiaries;
(iii) save as between Greene King and its wholly--owned
subsidiaries or between such wholly--owned subsidiaries, merged
with (by statutory merger or otherwise) or demerged from or
acquired any body corporate, partnership or business or acquired or
disposed of, or, other than in the ordinary course of business,
transferred, mortgaged or charged or created any security interest
over, any material assets or any right, title or material interest
in any asset (including shares and trade investments) or
authorised, proposed or announced any intention to do so;
(iv) save as between Greene King and its wholly--owned
subsidiaries or between such wholly--owned subsidiaries, made,
authorised, proposed or announced an intention to propose any
change in its loan capital;
(v) issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the
terms of, any debentures or (save in the ordinary course of
business and save as between Greene King and its wholly--owned
subsidiaries or between such wholly--owned subsidiaries) incurred
or increased any indebtedness or become subject to any contingent
liability to an extent which is material in the context of the
Wider Greene King Group taken as a whole;
(vi) entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any
material contract, transaction, arrangement or commitment (whether
in respect of capital expenditure or otherwise) (otherwise than in
the ordinary course of business) which is of a long term, unusual
or onerous nature, or which involves or could reasonably be
expected to involve an obligation of a nature or magnitude which
is, in any such case, material in the context of the Greene King
Group or in the context of the Acquisition, or which is or is
reasonably likely to be restrictive on the business of any member
of the Wider Greene King Group to an extent which is or is likely
to be material to the Wider Greene King Group taken as a whole;
(vii) entered into any licence or other disposal of intellectual
property rights of any member of the Wider Greene King Group which
are material in the context of the Wider Greene King Group taken as
a whole and outside the normal course of business;
(viii) entered into, varied, authorised or proposed entry into
or variation of, or announced its intention to enter into or vary
the terms of or made any offer (which remains open for acceptance)
to enter into or vary to a material extent the terms of, any
contract, commitment, arrangement or any service agreement with any
director or senior executive of the Wider Greene King Group save
for salary increases, bonuses or variations of terms in the
ordinary course;
(ix) proposed, agreed to provide or modified the terms of any
share option scheme, incentive scheme, or other benefit relating to
the employment or termination of employment of any employee of the
Wider Greene King Group which, taken as a whole, are material in
the context of the Wider Greene King Group taken as a whole;
(x) (I) proposed, made or agreed to any significant change to:
(a) the terms of the trust deeds, rules, policy or other governing
documents constituting any pension scheme or other retirement or
death benefit arrangement established for the directors, former
directors, employees or former employees of any entity in the Wider
Greene King Group or their dependants (a "Relevant Pension Plan");
(b) the basis on which benefits accrue, pensions which are payable
or the persons entitled to accrue or be paid benefits, under any
Relevant Pension Plan; (c) the basis on which the liabilities of
any Relevant Pension Plan are funded or valued; (d) the manner in
which the assets of any Relevant Pension Plan are invested; (e) the
basis or rate of employer contribution to a Relevant Pension Plan;
or (II) enter into or propose to enter into one or more bulk
annuity contracts in relation to any Relevant Pension Plan; or
(III) carry out any act: (a) which would or could reasonably be
expected to lead to the commencement of the winding up of any
Relevant Pension Plan; (b) which would or might create a material
debt owed by an employer to any Relevant Pension Plan; (c) which
would or might accelerate any obligation on any employer to fund or
pay additional contributions to any Relevant Pension Plan; or (d)
which would or might give rise directly or indirectly to a
liability in respect of a Relevant Pension Plan arising out of the
operation of sections 38 to 56 inclusive of the Pensions Act 2004
in relation to the scheme;
(xi) changed the trustee or trustee directors or other fiduciary
of any Relevant Pension Plan;
(xii) entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any
joint venture, asset or profit sharing arrangement, partnership,
composition, assignment, reconstruction, amalgamation, commitment,
scheme or other transaction or arrangement (other than the Scheme)
otherwise than in the ordinary course of business which is material
in the context of the Wider Greene King Group taken as a whole;
(xiii) purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other
securities or reduced or, save in respect of the matters mentioned
in sub--paragraph (i) above, made any other change to any part of
its share capital to an extent which (other than in the case of
Greene King) is material in the context of the Wider Greene King
Group taken as a whole;
(xiv) other than with respect to claims between Greene King and
its wholly owned subsidiaries (or between such subsidiaries),
waived, compromised or settled any claim otherwise than in the
ordinary course of business which is material in the context of the
Wider Greene King Group taken as a whole;
(xv) made any material alteration to its articles of association
or other constitutional documents (in each case, other than in
connection with the Scheme);
(xvi) (other than in respect of a member of the Wider Greene
King Group which is dormant and was solvent at the relevant time)
taken or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its
winding--up (voluntary or otherwise), dissolution, reorganisation
or for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed;
(xvii) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its
creditors with a view to rescheduling or restructuring any of its
indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened
to cease carrying on all or a substantial part of its business
which is material in the context of the Wider Greene King Group
taken as a whole;
(xviii) entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this condition;
(xix) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Greene King Group and
any other person in a manner which would or might be expected to
have a material adverse effect on the financial position of the
Wider Greene King Group taken as a whole; or
(xx) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of Greene King Shareholders in a general meeting in
accordance with, or as contemplated by, Rule 21.1 of the Takeover
Code;
No material adverse change
(g) since 28 April 2019, and except as Disclosed, there having been:
(i) no adverse change and no circumstance having arisen which
would be expected to result in any adverse change or deterioration
in the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the
Wider Greene King Group to an extent which is material to the Wider
Greene King Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings including, without limitation, with regard
to intellectual property rights used by the Wider Greene King Group
having been threatened, announced or instituted by or against or
remaining outstanding against any member of the Wider Greene King
Group or to which any member of the Wider Greene King Group is or
may become a party (whether as claimant or defendant or otherwise)
and no enquiry, review, investigation or enforcement proceedings
by, or complaint or reference to, any Third Party against or in
respect of any member of the Wider Greene King Group having been
threatened, announced or instituted by or against, or remaining
outstanding in respect of, any member of the Wider Greene King
Group which, in any such case, might reasonably be expected to have
a material adverse effect on the Wider Greene King Group taken as a
whole;
(iii) no contingent or other liability having arisen, increased
or become apparent other than in the ordinary course of business
which is reasonably likely to adversely affect the business,
assets, financial or trading position, profits, prospects or
operational performance of any member of the Wider Greene King
Group to an extent which is material to the Greene King Group taken
as a whole; and
(iv) no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal,
cancellation, termination or modification of any licence held by
any member of the Wider Greene King Group, which is necessary for
the proper carrying on of its business and the withdrawal,
cancellation, termination or modification of which is material and
likely to have an adverse effect on the Greene King Group taken as
a whole;
(h) since 28 April 2019, and except as Disclosed, CK Bidco not having discovered:
(i) that any financial, business or other information concerning
the Wider Greene King Group publicly announced prior to the date of
this announcement or disclosed to any member of the Wider CKA Group
prior to the date of this announcement by or on behalf of any
member of the Wider Greene King Group or to any of their advisers
is misleading, contains a misrepresentation of fact or omits to
state a fact necessary to make that information not misleading and
which is, in any case, material in the context of the Wider Greene
King Group taken as a whole;
(ii) that any member of the Wider Greene King Group is subject
to any liability, contingent or otherwise, which is material in the
context of the Wider Greene King Group taken as a whole; or
(iii) any information which affects the import of any
information disclosed to CK Bidco at any time by or on behalf of
any member of the Wider Greene King Group which is material in the
context of the Wider Greene King Group;
Environmental liabilities
(i) except as Disclosed, CK Bidco not having discovered that:
(i) any past or present member of the Wider Greene King Group
has not complied in any material respect with all applicable
legislation or regulations, notices or other requirements of any
jurisdiction or any Third Party or any Authorisations relating to
the use, treatment, storage, carriage, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous
substance or greenhouse gas, or any substance likely to impair the
environment (including property) or harm the health of humans,
animals or other living organisms or eco--systems or otherwise
relating to environmental matters or the health and safety of
humans, which non--compliance would be likely to give rise to any
material liability including any penalty for non--compliance
(whether actual or contingent) on the part of any member of the
Wider Greene King Group taken as a whole; or
(ii) there has been a material disposal, discharge, spillage,
accumulation, leak, emission, release or the migration, production,
supply, treatment, storage, transport or use of any waste or
hazardous substance or greenhouse gas or any substance likely to
impair the environment (including any property) or harm human
health which (whether or not giving rise to non--compliance with
any law or regulation) would be likely to give rise to any
liability (whether actual or contingent) on the part of any member
of the Wider Greene King Group taken as a whole; or
(iii) there is or is likely to be any material obligation or
liability (whether actual or contingent) or requirement to make
good, remediate, repair, re--instate or clean up any property,
asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Greene King Group (or on its
behalf), or in which any such member may have or previously have
had or be deemed to have had an interest, or other elements of the
environment (including any controlled waters) under any
environmental legislation, common law, regulation, notice,
circular, Authorisation, other legally binding requirement or order
of any Third Party or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto in
any such case to an extent which is material in the context of the
Wider Greene King Group taken as a whole; or
(iv) circumstances exist (whether as a result of the Acquisition or otherwise):
(I) which would be likely to lead to any Third Party instituting; or
(II) whereby any member of the Wider CKA Group or any member of
the Wider Greene King Group would be likely to be required to
institute,
an environmental audit or take any other steps which would in
any such case be likely to result in any liability (whether actual
or contingent) to improve, modify existing or install new plant,
machinery or equipment or carry out changes in the processes
currently carried out or make good, remediate, repair, re--instate
or clean up any land or other asset currently or previously owned,
occupied or made use of by any past or present member of the Wider
Greene King Group (or on its behalf) or by any person for which a
member of the Wider Greene King Group is or has been responsible,
or in which any such member may have or previously have had or be
deemed to have had an interest which is material in the context of
the Wider Greene King Group taken as a whole; or
(v) circumstances exist whereby a person or class of persons
would be likely to have any claim or claims in respect of any
product or process of manufacture or materials used therein
currently or previously manufactured, sold or carried out by any
past or present member of the Wider Greene King Group which claim
or claims would be likely to affect any member of the Wider Greene
King Group and which is material in the context of the Wider Greene
King Group taken as a whole;
Intellectual Property
(j) no circumstance having arisen or event having occurred in
relation to any intellectual property owned or used by any member
of the Wider Greene King Group which would have a material adverse
effect on the Wider Greene King Group taken as a whole or is
otherwise material in the context of the Acquisition,
including:
(i) any member of the Wider Greene King Group losing its title
to any intellectual property material to its business, or any
intellectual property owned by the Wider Greene King Group and
material to its business being revoked, cancelled or declared
invalid;
(ii) any claim being asserted in writing or threatened in
writing by any person challenging the ownership of any member of
the Wider Greene King Group to, or the validity or effectiveness
of, any of its intellectual property; or
(iii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Greene King
Group being terminated or varied;
Anti--corruption and sanctions
(k) except as Disclosed, CK Bidco not having discovered that:
(i) any past or present member of the Wider Greene King Group or
any person that performs or has performed services for or on behalf
of any such company is or has at any time engaged in any activity,
practice or conduct (or omitted to take any action) in
contravention of the UK Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977, as amended or any other applicable
anti--corruption legislation;
(ii) any member of the Wider Greene King Group is ineligible to
be awarded any contract or business under section 23 of the Public
Contracts Regulations 2006 or section 26 of the Utilities Contracts
Regulations 2006 (each as amended);
(iii) any past or present member of the Wider Greene King Group
has engaged in any activity or business with, or made any
investments in, or made any payments to any government, entity or
individual covered by any of the economic sanctions administered by
the United Nations or the European Union (or any of their
respective member states) or the United States Office of Foreign
Assets Control or any other governmental or supranational body or
authority in any jurisdiction; or
(iv) a member of the Greene King Group has engaged in a
transaction which would cause the CKA Group to be in breach of any
law or regulation on completion of the Acquisition, including the
economic sanctions administered by the United States Office of
Foreign Assets Control or HM Treasury & Customs or any
government, entity or individual targeted by any of the economic
sanctions of the United Nations, United States or the European
Union or any of its member states;
No criminal property
(l) except as Disclosed, CK Bidco not having discovered that any
asset of any member of the Wider Greene King Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that
definition).
Part B: Further terms of the Acquisition
1. Subject to the requirements of the Panel in accordance with
the Takeover Code, CK Bidco reserves the right to waive, in whole
or in part, all or any of the Conditions in Part A above, except
Conditions 2(a)(i), 2(b)(i), 2(c)(i) and 3(a), which cannot be
waived.
2. CK Bidco shall be under no obligation to waive or treat as
satisfied any of the Conditions that it is entitled (with the
consent of the Panel) to invoke, by a date earlier than the latest
date for the fulfilment or waiver of that Condition,
notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may
not be capable of fulfilment.
3. If CK Bidco is required by the Panel to make an offer for
Greene King Shares under the provisions of Rule 9 of the Takeover
Code, CK Bidco may make such alterations to any of the above
Conditions as are necessary to comply with the provisions of that
Rule.
4. Under Rule 13.5(a) of the Takeover Code, CK Bidco may not
invoke a Condition so as to cause the Acquisition not to proceed,
to lapse or to be withdrawn unless the circumstances which give
rise to the right to invoke the Condition are of material
significance to CK Bidco in the context of the Acquisition. The
Conditions contained in paragraph 2 and 3(a) above and, if
applicable, any acceptance condition if the Acquisition is
implemented by means of a Takeover Offer, are not subject to this
provision of the Takeover Code.
5. CK Bidco reserves the right to elect to implement the
Acquisition by way of a Takeover Offer as an alternative to the
Scheme, with the consent of the Panel. In such event, the
Acquisition will be implemented on the same terms (subject to
appropriate amendments including (without limitation) the inclusion
of an acceptance condition set at 75 per cent. (or such other
percentage (being more than 50 per cent.) as the Panel may require
or CK Bidco may, subject to the rules of the Takeover Code, decide)
of the shares to which the Takeover Offer relates and those
required by, or deemed appropriate by, CK Bidco under applicable
law, so far as applicable) as those which would apply to the
Scheme. Further, if sufficient acceptances of such offer are
received and/or sufficient Greene King Shares are otherwise
acquired, it is the intention of CK Bidco to apply the provisions
of the Companies Act to acquire compulsorily any outstanding Greene
King Shares to which such Takeover Offer relates.
6. The Acquisition will lapse if there is a Phase 2 CMA
Reference before the Court Meeting and the Greene King General
Meeting. In such event, Greene King will not be bound by the terms
of the Scheme.
7. The Acquisition will lapse if the European Commission
initiates proceedings under Article 6(1)(c) of the Council
Regulation before the Court Meeting and the Greene King General
Meeting. In such event, Greene King will not be bound by the terms
of the Scheme.
8. The Acquisition will be governed by English law and be
subject to the jurisdiction of the English courts and to the
Conditions and further terms set out above and to be set out in
full in the Scheme Document. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the Listing Rules, the FCA and the Registrar of
Companies.
9. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
10. The Greene King Shares will be acquired pursuant to the
Acquisition with full title guarantee, fully paid and free from all
liens, charges, equities, encumbrances, rights of pre--emption and
any other interests of any nature whatsoever and together with all
rights now or hereafter attaching thereto, including without
limitation voting rights and the right to receive and retain in
full all dividends and other distributions (if any) announced,
declared, made or paid or any other return of value on or after the
Effective Date (other than the Final Dividend).
11. If, on or after the date of this announcement and before the
Effective Date, any dividend and/or other distribution and/or
return of capital is declared, made or paid or becomes payable in
respect of the Greene King Shares (other than the Final Dividend),
CK Bidco reserves the right to reduce the Cash Consideration
payable under the terms of the Acquisition for the Greene King
Shares by an amount up to the amount of such dividend and/or other
distribution and/or return of capital, in which case any reference
in this announcement or in the Scheme Document to the Cash
Consideration payable under the terms of the Acquisition will be
deemed to be a reference to the Cash Consideration as so reduced.
In such circumstances, the relevant Greene King Shareholder will be
entitled to receive and retain such dividend and/or other
distribution and/or return of capital.
12. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this
Appendix 1 and those terms which will be set out in the Scheme
Document and such further terms as may be required to comply with
the Listing Rules and the provisions of the Takeover Code.
13. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdiction. Any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about and observe any applicable requirements. Further information
in relation to Overseas Shareholders will be contained in the
Scheme Document.
14. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
Appendix 2
SOURCES AND BASES OF INFORMATION
Unless otherwise stated in this announcement:
1. the value attributed to the fully diluted issued share
capital of Greene King is based on a value of 850 pence per Greene
King Share; and:
(a) 310,011,031 Greene King Shares in issue on 16 August 2019
(being the last Business Day prior to the date of this
announcement); plus
(b) 2,580,795 Greene King Shares which may be issued on or after
the date of this announcement to satisfy the exercise of options
and vesting of awards outstanding under the Greene King Share Plans
as at 16 August 2019 (being the last Business Day prior to the date
of this announcement); less
(c) 7,595 Greene King Shares as at 16 August 2019 (being the
last Business Day prior to the date of this announcement) held by
the Greene King Employee Benefit Trust which can be used to satisfy
the exercise of options and vesting of awards granted under the
Greene King Share Plans unless otherwise stated;
2. the enterprise value of approximately GBP4.6 billion is
calculated by reference to a Greene King equity value of GBP2,657
million at a value of 850 pence per Greene King Share plus net debt
of GBP1,943 million as at 28 April 2019;
3. the enterprise value to EBITDA multiple of approximately 9.5x
is based on Greene King's enterprise value of approximately GBP4.6
billion and EBITDA of GBP482 million for the 52 week period to 28
April 2019;
4. the enterprise value to EBITDA multiple of approximately
10.0x is based on Greene King's enterprise value of approximately
GBP4.6 billion and the inclusion of the GBP230 million swap
liability as at 28 April 2019 and EBITDA of GBP482 million for the
52 week period to 28 April 2019;
5. unless otherwise stated, the financial information relating
to Greene King is extracted (without material adjustment) from the
2018 Greene King Annual Report or the 2019 Greene King Annual
Report;
6. unless otherwise stated, all prices for Greene King Shares
have been derived from the Daily Official List and represent
Closing Prices on the relevant date(s); and
7. the volume weighted average prices have been derived from
data provided by Factset, with prices up to the ex-dividend date of
8 August 2019 adjusted for the Final Dividend.
Appendix 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
1. Greene King Directors
The following Greene King Directors have given irrevocable
undertakings to vote in favour of the resolutions relating to the
Acquisition at the Greene King Meetings in respect of their own
beneficial holdings (or those Greene King Shares over which they
have control) of Greene King Shares:
Name Total Number of Percentage of existing issued share capital
Greene King Shares
Philip Yea 40,000 0.013
Nick Mackenzie 93,515 0.030
Richard Smothers 9,770 0.003
Mike Coupe 3,690 0.001
Rob Rowley 3,000 0.001
Lynne Weedall 3,051 0.001
Gordon Fryett 2,000 0.001
Total: 155,026 0.050
The irrevocable undertakings referred to in paragraph 1 above
cease to be binding on the earlier of the following occurrences:
(i) CK Bidco announces, with the consent of the Panel, and before
the Scheme Document is published, that it does not intend to
proceed with the Acquisition and no new, revised or replacement
Scheme is announced by CK Bidco; (ii) the Scheme lapses or is
withdrawn in accordance with its terms and CK Bidco publicly
confirms that it does not intend to proceed with the Acquisition or
to implement the Acquisition by way of a Takeover Offer or
otherwise; (iii) the Scheme has not become effective by 11.59 p.m.
on the Long Stop Date; or (iv) there is a CKA Board Recommendation
Change.
2. CKA Directors
The following CKA Directors have given irrevocable undertakings
to vote in favour of the resolutions relating to the Acquisition at
the CKA General Meeting in respect of their own personal interests
in CKA Shares (or those CKA Shares over which they have
control):
Name Total Number of Percentage of existing issued share capital
CKA Shares
Li Tzar Kuoi, Victor 220,000 0.006
Kam Hing Lam 51,040 0.001
Chow Nin Mow 66 0.000
Hung Siu-lin 43,256 0.001
Donald Jeffrey Roberts 167,396 0.005
Total: 481,758 0.013
The irrevocable undertakings referred to in paragraph 2 above
cease to be binding on the earlier of the following occurrences:
(i) if agreed in writing between CKA, CK Bidco and Greene King;
(ii) the Scheme has not become effective by 11.59 p.m. on the Long
Stop Date; (iii) the Scheme lapses or is withdrawn in accordance
with its terms and CK Bidco publicly confirms that it does not
intend to proceed with the Acquisition by way a Takeover Offer; or
(iv) there is a Greene King Adverse Recommendation Change.
Appendix 4
DEFINITIONS
The following definitions apply throughout this document unless
the context otherwise requires:
"2018 Greene King Annual Report" the annual report and audited accounts of the Greene King Group for
the 52 weeks ended 29
April 2018
"2019 Greene King Annual Report" the annual report and audited accounts of the Greene King Group for
the 52 weeks ended 28
April 2019
"Acquisition" the proposed recommended cash acquisition by CK Bidco of the entire
issued and to be issued
share capital of Greene King not already owned by or on behalf of
the CKA Group by means of
the Scheme (and other matters to be considered at the Greene King
Meetings), or should CK
Bidco so elect, by means of a Takeover Offer
"associated undertaking" shall be construed in accordance with paragraph 19 of Schedule 6 to
The Large and Medium--sized
Companies and Groups (Accounts and Reports) Regulations 2008 (SI
2008/410) but for this purpose
ignoring paragraph 19(1)(b) of Schedule 6 to those regulations)
"Authorisations" regulatory authorisations, orders, grants, recognitions,
confirmations, consents, licences,
clearances, certificates, permissions or approvals
"Business Day" a day, not being a public holiday, Saturday or Sunday, on which
clearing banks in London are
open for normal business
"Citigroup" Citigroup Global Markets Limited
"CK Bidco" CK Noble (UK) Limited
"CKA" CK Asset Holdings Limited, a company incorporated in the Cayman
Islands, the shares of which
are listed on the Main Board of the Hong Kong Stock Exchange
"CKA Board" or "CKA Directors" the directors of CKA
"CKA Board Recommendation" a unanimous and unconditional recommendation from the CKA Directors
that the CKA Shareholders
vote in favour of the resolutions to approve and implement the
Acquisition at the CKA General
Meeting
"CKA Board Recommendation Change" if the CKA Directors withdraw, qualify or adversely modify: (i)
prior to publication of the
CKA Circular, their intention to give the CKA Board Recommendation
in the CKA Circular so
that it is not given in the CKA Circular; or (ii) following
publication of the CKA Circular,
the CKA Board Recommendation
"CKA Circular" the circular to be issued by CKA to CKA Shareholders for the
purposes of providing information
regarding the Acquisition and containing, amongst other things,
notice of the CKA General
Meeting, as prepared in accordance with the Hong Kong Listing Rules
"CKA General Meeting" the general meeting of CKA to be convened for CKA Shareholders to
consider and if thought
fit pass the resolution to approve, effect and implement the
Acquisition including any adjournments
thereof
"CKA Group" CKA and its subsidiary undertakings and where the context permits,
each of them
"CKA Share(s)" the ordinary shares of HK$1.00 each in the capital of CKA
"CKA Shareholders" holders of CKA Shares
"Closing Price" the closing middle market price of a Greene King Share as derived
from the Daily Official
List on any particular date
"CMA" the Competition and Markets Authority
"Companies Act" the Companies Act 2006, as amended from time to time
"Conditions" the conditions to the implementation of the Acquisition (including
the Scheme) which are set
out in Part A of Appendix 1 to this announcement and to be set out
in the Scheme Document
"Cooperation Agreement" the cooperation agreement entered into between CKA, CK Bidco and
Greene King dated 19 August
2019
"Council Regulation" Council Regulation (EC) 139/2004/EC
"Court" the High Court of Justice in England and Wales
"Court Meeting" the meeting of Greene King Shareholders to be convened at the
direction of the Court pursuant
to Part 26 of the Companies Act at which a resolution will be
proposed to approve the Scheme,
including any adjournment thereof
"Court Order" the order of the Court sanctioning the Scheme under Part 26 of the
Companies Act
"Daily Official List" means the daily official list of the London Stock Exchange
"Disclosed" the information disclosed by or on behalf of Greene King: (i) in the
2018 Greene King Annual
Report; (ii) in the 2019 Greene King Annual Report; (iii) in this
announcement; (iv) in any
other announcement to a Regulatory Information Service prior to the
date of this announcement;
(v) in filings made with, and made publicly available online by, the
Registrar of Companies
within the last two years; (vi) on Greene King's website at
www.greeneking.co.uk; or (vii)
fairly disclosed in writing prior to the date of this announcement
to CKA, CK Bidco or their
respective advisers (in their capacity as such)
"Effective" in the context of the Acquisition: (i) if the Acquisition is
implemented by way of the Scheme,
the Scheme having become effective pursuant to its terms; or (ii) if
the Acquisition is implemented
by way of a Takeover Offer, the Takeover Offer having been declared
or having become unconditional
in all respects in accordance with the requirements of the Takeover
Code
"Effective Date" the date on which the Acquisition becomes Effective
"Excluded Shares" any Greene King Shares beneficially owned by CK Bidco or any other
member of the CKA Group
at the Scheme Record Time
"FCA" Financial Conduct Authority or its successor from time to time
"Final Dividend" the final dividend for the 52 weeks ended 28 April 2019 of 24.4
pence per Greene King Share
announced on 27 June 2019, to be paid (subject to approval by Greene
King Shareholders at
Greene King's upcoming annual general meeting) on 13 September 2019
to Greene King Shareholders
on the register as at the close of business on 9 August 2019
"FSMA" the Financial Services and Markets Act 2000 (as amended from time to
time)
"Greene King" Greene King plc
"Greene King ADR Holders" holders of Greene King ADRs
"Greene King ADRs" Sponsored level 1 American Depositary Receipts of Greene King for
which Deutsche Bank Trust
Company Americas acts as depositary
"Greene King Adverse Recommendation Change" if the Greene King Directors: (i) do not include the Greene King
Board Recommendation in the
Scheme Document; (ii) withdraw, qualify or adversely modify the
Greene King Board Recommendation;
or (iii) prior to publication of the Scheme Document, withdraw,
qualify or adversely modify
their intention to give the Greene King Board Recommendation in the
Scheme Document
"Greene King Board" or "Greene King Directors" the directors of Greene King
"Greene King Board Recommendation" a unanimous and unconditional recommendation from Greene King
Directors that Greene King Shareholders
vote in favour of the Scheme at the Court Meeting and the
resolutions relating to the Acquisition
at the Greene King General Meeting, or, if CK Bidco proceeds by way
of a Takeover Offer, to
accept the Takeover Offer, as the case may be
"Greene King General Meeting" the general meeting of Greene King Shareholders to be convened to
consider and if thought
fit pass, inter alia, the resolutions in relation to the
implementation of the Scheme and
certain amendments to be made to the articles of association of
Greene King, including any
adjournments thereof
"Greene King Group" Greene King and its subsidiary undertakings and where the context
permits, each of them
"Greene King Meetings" the Court Meeting and the Greene King General Meeting
"Greene King Share(s)" the existing unconditionally allotted or issued and fully paid
ordinary shares of 12.5 pence
each in the capital of Greene King and any further shares which are
unconditionally allotted
or issued before the Scheme becomes Effective but excluding in both
cases any such shares
held or which become held in treasury
"Greene King Share Plans" the Greene King plc Performance Share Plan 2013, the Greene King plc
2016 Restricted Share
Plan, the Greene King Sharesave Scheme 2015, the Greene King
Free4All Employee Profit Share
Scheme, the Greene King Save4Shares Scheme 2005 and the Spirit Share
Incentive Plan
"Greene King Shareholder(s)" holders of Greene King Shares
"Hong Kong Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong Limited
"HSBC" HSBC Bank plc
"Listing Rules" the listing rules, made by the FCA under Part 6 FSMA, as amended
from time to time
"London Stock Exchange" the London Stock Exchange plc or its successor
"Long Stop Date" 31 March 2020 (or such later date as may be agreed between CK Bidco
and Greene King and the
Panel and the Court may allow)
"Official List" the Official List of the FCA
"Overseas Shareholders" holders of Greene King Shares who are resident in,
ordinarily resident in, or citizens of,
jurisdictions outside the United Kingdom
"Panel" the Panel on Takeovers and Mergers
"Phase 2 CMA Reference" a reference of the Acquisition to the chair of the CMA for
the constitution of a group under
Schedule 4 to the Enterprise and Regulatory Reform Act
2013
"PRA" Prudential Regulation Authority or its successor from time
to time
"Registrar of Companies" the Registrar of Companies in England and Wales
"Regulatory Information Service" a regulatory information service as defined in the FCA's
Handbook of rules and guidance as
amended from time to time
"relevant securities" Greene King Shares, other Greene King share capital and
any securities convertible into or
exchangeable for, and rights to subscribe for, any of the
foregoing
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may
result in a significant risk of civil,
regulatory or criminal exposure if information concerning
the Scheme is sent or made available
to Greene King Shareholders in that jurisdiction
"Rothschild & Co" N.M. Rothschild and Sons Limited
"Sanction Hearing" the Court hearing to sanction the Scheme
"Scheme" the proposed scheme of arrangement under Part 26 of the
Companies Act between Greene King
and the holders of the Greene King Shares, with or subject
to any modification, addition or
condition approved or imposed by the Court and agreed by
Greene King and CK Bidco
"Scheme Document" the document to be sent to Greene King Shareholders and
persons with information rights containing,
amongst other things, the Scheme and notices of the Greene
King Meetings and proxy forms in
respect of the Greene King Meetings
"Scheme Record Time" the time and date to be specified in the Scheme Document,
expected to be 6.00 p.m. on the
date of the Sanction Hearing
"Scheme Shareholder" a holder of Scheme Shares at any relevant date or time
"Scheme Shares" a definition to be specified in the Scheme Document,
expected to be: (i) the Greene King Shares
in issue at the date of the Scheme and (where the context
requires) which remain in issue
at the Scheme Record Time; (ii) any Greene King Shares
issued after the date of the Scheme
but before the Voting Record Time and (where the context
requires) which remain in issue at
the Scheme Record Time; and (iii) any Greene King Shares
issued at or after the Voting Record
Time and before the Scheme Record Time on terms that the
holder thereof shall be bound by
the Scheme, or in respect of which the original or any
subsequent holders thereof shall have
agreed in writing to be bound by the Scheme, and in each
case (where the context requires)
which remain in issue at the Scheme Record Time but in any
case excluding any Excluded Shares
"subsidiary", "subsidiary undertaking" and "undertaking" shall be construed in accordance with the Companies Act
"Takeover Code" the City Code on Takeovers and Mergers issued by the
Panel, as amended from time to time
"Takeover Offer" subject to the consent of the Panel, should the
Acquisition be implemented by way of a takeover
offer as defined in Chapter 3 of Part 28 of the Companies
Act, the offer to be made by or
on behalf of CK Bidco to acquire the entire issued and to
be issued share capital of Greene
King, other than Greene King Shares held by the CKA Group
and, where the context admits, any
subsequent revision, variation, extension or renewal of
such offer
"UK" or "United Kingdom" United Kingdom of Great Britain and Northern Ireland
"US Person" a US person as defined in Regulation S under the US
Securities Act
"US Securities Act" the US Securities Act of 1933, as amended and the rules
and regulations promulgated thereunder
"Voting Record Time" the time and date to be specified in the Scheme Document
by reference to which entitlement
to vote on the Scheme will be determined
"Wider Greene King Group" Greene King and associated undertakings and any other body
corporate, partnership, joint venture
or person in which Greene King and such undertakings
(aggregating their interests) have an
interest of more than 20 per cent. of the voting or equity
capital or the equivalent
"Wider CKA Group" CKA Group and associated undertakings and any other body
corporate, partnership, joint venture
or person in which CKA and such undertakings (aggregating
their interests) have an interest
of more than 20 per cent. of the voting or equity capital
or the equivalent.
All times referred to are London time unless otherwise
stated.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
OUPPLMITMBJBBRL
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