TIDMGNK
RNS Number : 2585Q
Greene King PLC
17 October 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
17 October 2019
Recommended Cash Acquisition
for
Greene King plc ("Greene King")
by
CK Noble (UK) Limited ("CK Bidco")
(a wholly-owned subsidiary of CK Asset Holdings Limited
("CKA"))
European Commission Clearance and Expected Timetable update
CK Bidco and Greene King are pleased to announce that, the
European Commission has unconditionally cleared, under the EU
Merger Regulation, the recommended cash offer by CK Bidco (a
wholly-owned subsidiary of CKA) 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"), to be effected by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006. The full terms of, and conditions to, the
Acquisition were set out in the scheme document posted by Greene
King to Greene King Shareholders on 16 September 2019 (the "Scheme
Document").
Accordingly, the Regulatory Condition set out in paragraph 3(b)
of Part A of Part III of the Scheme Document, has now been
satisfied.
Next steps and timetable
The Acquisition remains subject to the sanction by the Court at
the Sanction Hearing, the delivery of a copy of the Scheme Court
Order to the Registrar of Companies and the satisfaction or (if
capable of waiver) the waiver of the remaining Conditions to the
Scheme (as set out in the Scheme Document).
Further to Greene King's announcement on 9 October 2019
confirming that all resolutions proposed were duly passed at the
Court Meeting, the Greene King General Meeting and the CKA General
Meeting, set out below is an updated "Expected Timetable of
Principal Events".
In particular, please note that the Sanction Hearing has been
scheduled for 29 October 2019 and the Effective Date of the Scheme
is expected to be on 30 October 2019.
Event Time and/or date(1)
Sanction Hearing 29 October 2019
Date on which the Court makes its order 29 October 2019
sanctioning the Scheme
Last day of dealings in, and for registration 30 October 2019
of transfers of, and disablement in
CREST of, Greene King Shares
Scheme Record Time 6.30 p.m. on 30 October
2019
Scheme Effective Time after 6.30 p.m. on 30
October 2019 (2)
Cancellation of the listing of the Greene by 8.00 a.m. on 31 October
King Shares on the Official List and 2019
termination of the Greene King ADR programme
Despatch of cheques and crediting of within 14 days of the
CREST accounts with cash due Effective Date
Long Stop Date 31 March 2020(3)
Notes:
(1) The dates and times given are indicative only and are
based on current expectations and may be subject to change.
References to times are London time, unless otherwise stated.
If any of the times and/or dates above change, the revised
times and/or dates will be announced via a Regulatory Information
Service.
(2) The "Scheme Effective Time" of the Scheme is the date
and time at which the Scheme becomes effective pursuant to
its terms and will be on delivery of the Scheme Court Order
to the Registrar of Companies in the UK. The Scheme Court
Order is expected to be delivered to the Registrar of Companies
following the Scheme Record Time on the Business Day immediately
after the date on which the Court makes the Scheme Court
Order, at which time the Scheme will become Effective. The
events which are stated as occurring on subsequent dates,
including the crediting of CREST accounts, are conditional
on the Scheme Effective Time and operate by reference to
this time.
(3) This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to
such later date as CK Bidco and Greene King may, with the
consent of the Panel, agree and, if required, the Court may
allow.
Capitalised terms used but not defined in this announcement have
the meanings given in the Scheme Document unless the context
requires otherwise.
Enquiries:
HSBC Bank plc (financial adviser to CKA and CK Bidco)
Anthony Parsons Tel: +44(0) 20 7991 8888
David Plowman
Aamir Khan
Edmond Tin
Brunswick (PR adviser to CKA)
Stuart Hudson Tel: +44(0) 20 7404 5959
Nick Cosgrove
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
Clifford Chance LLP is acting as legal adviser to CKA and CK
Bidco. Linklaters LLP is acting as legal adviser to Greene
King.
Important Notices
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 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 Acquisition 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 this
announcement (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 this announcement (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 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 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.
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,
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. 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
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
and on CKA's website at https://webfilter.ckah.com/WF06/ 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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