TIDMGNK
RNS Number : 8183M
Greene King PLC
18 September 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 OF SUCH
JURISDICTION
18 September 2019
RECOMMED CASH ACQUISITION
for
Greene King plc ("Greene King")
by
CK Noble (UK) Limited ("CK Bidco")
(a wholly-owned indirect subsidiary of CK Asset Holdings Limited
("CKA"))
CKA General Meeting irrevocable undertaking
Further to the publication of the scheme document by Greene King
(the "Scheme Document") in relation to the 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
(the "Acquisition"), Greene King has on 17 September 2019 received
an irrevocable undertaking from the trustees of the Li family
trusts, being (i) Li Ka-Shing Unity Trustee Company Limited as
trustee of The Li Ka-Shing Unity Trust, (ii) Li Ka-Shing Castle
Trustee Company Limited as a trustee of The Li Ka-Shing Castle
Trust and (iii) Li Ka-Shing Castle Trustee Corporation Limited as
trustee of a discretionary trust, to vote in favour of the
Acquisition at the CKA General Meeting with respect to, in
aggregate, 1,160,195,710 CKA Shares, representing approximately
31.41 per cent of CKA's total issued share capital as at the date
of this announcement.
This irrevocable undertaking will cease to be binding and be of
no effect if and on the earlier of the following events:
(i) it is agreed in writing between CKA, CK Bidco and Greene King;
(ii) the Scheme has not become effective (or, if applicable, the
Takeover Offer has not become or been declared unconditional in all
respects) 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(iii) the Scheme lapses or is withdrawn in accordance with its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 of a Takeover Offer; or
(iv) there is a Greene King Adverse Recommendation Change.
A copy of the irrevocable undertaking will be made available on
Greene King's website at
https://www.greeneking.co.uk/investor-centre/recommended-cash-offer/.
Defined terms used in this announcement have the same meaning as
set out in Part VIII to the Scheme Document.
Enquiries:
Greene King
Nick Mackenzie, Chief Executive Tel: +44(0) 12 8476 3222
Richard Smothers, Chief Financial Officer
Citigroup Global Markets Limited (joint financial adviser
and joint corporate broker to Greene King)
David Wormsley Tel: +44(0) 20 7986 4000
Andrew Seaton
Edward McBride
Christopher Wren
Rothschild & Co (joint financial adviser to Greene King)
John Deans Tel: +44(0) 20 7280 5000
Edward Duckett
Ashley Gillard
Peel Hunt (joint corporate broker to Greene King)
Dan Webster Tel: +44(0) 20 7418 8869
Finsbury (PR adviser to Greene King)
Alastair Hetherington Tel: +44(0) 20 7251 3801
Philip Walters
Linklaters LLP is acting as legal adviser to Greene King
FURTHER INFORMATION
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 for Greene King and
no one else in connection with the Acquisition and other matters
described in this announcement and will 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 any matter referred to herein. Neither Citigroup
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 Citigroup in connection with this announcement, any
statement contained herein, the Acquisition or otherwise.
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 is being made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document), which contains 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).
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 are 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 is not being 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.
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.
Disclosure requirements of the Code
Under Rule 8.3(a) of the 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 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, 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 http://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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Takeover Panel's Market Surveillance Unit on +44
(0)20 7638 0129.
Publication on Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on Greene King's website at
https://www.greeneking.co.uk/investor-centre/recommended-cash-offer
promptly and in any event by no later than 12 noon (London time) on
the Business Day following the publication of this announcement.
For the avoidance of doubt, the contents of these websites are not
incorporated into and do not form part of this announcement.
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
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