TIDMRWD
RNS Number : 9073W
Unternehmensgruppe Theo Müller
07 February 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
7 February 2012
Recommended Cash Offer
by
Muller Dairy (U.K.) Limited, a wholly-owned subsidiary of
Unternehmensgruppe Theo Muller S.e.c.s ("Muller")
for
Robert Wiseman Dairies PLC ("Wiseman")
Offer declared unconditional in all respects
Introduction
On 16 January 2012, Muller and Wiseman announced that they had
reached agreement on the terms of a recommended cash offer to be
made by Muller Dairy (U.K.) Limited ("Muller Dairy (UK)") for the
entire issued and to be issued ordinary share capital of Wiseman
(the "Offer").
Level of acceptances
As at 1.00 p.m. (London time) on 6 February 2012 (being the
First Closing Date of the Offer), Muller Dairy (UK) had received
valid acceptances from Wiseman Shareholders in respect of
55,313,030 Wiseman Shares, representing approximately 78.1 per
cent. of the issued ordinary share capital of Wiseman.
In addition, as previously disclosed, Muller Dairy (UK) has
purchased 11,176,153 Wiseman Shares, representing approximately
15.8 per cent. of the issued ordinary share capital of Wiseman.
In aggregate, therefore, Muller may now count 66,489,183 Wiseman
Shares, representing approximately 93.9 per cent. of the issued
ordinary share capital of Wiseman, towards satisfaction of the
acceptance condition of the Offer, full details of which can be
found in paragraph 1(a) of Appendix 1 of the offer document posted
to Wiseman Shareholders on 16 January 2012 (the "Offer
Document").
In accordance with the level of acceptances set out above,
Muller is pleased to announce that the Offer has become
unconditional as to acceptances.
Wiseman Shares in respect of which valid acceptances have been
received and which may now be counted towards the acceptance
condition include:
-- acceptances received in respect of 24,845,981 Wiseman Shares
(representing approximately 35.1 per cent. of the issued ordinary
share capital of Wiseman) which were subject to irrevocable
undertakings received from Robert Wiseman, other Wiseman family
members and related trusts;
-- acceptances received in respect of 121,941 Wiseman Shares
(representing approximately 0.2 per cent. of the issued ordinary
share capital of Wiseman) which were subject to irrevocable
undertakings received from all of the other Wiseman Directors;
and
-- acceptances received in respect of 10,345,776 Wiseman Shares
(representing approximately 14.6 per cent. of the issued ordinary
share capital of Wiseman) which were subject to irrevocable
undertakings received from Aviva Investors Global Services Limited,
Majedie Asset Management Limited and First Milk Limited.
Offer declared unconditional in all respects
In addition, Muller is pleased to announce that each of the
conditions to the Offer, as set out in the Offer Document, has been
satisfied or waived and accordingly, the Offer is now declared
unconditional in all respects. The Offer will remain open for
acceptance until further notice and any Wiseman Shareholders who
wish to accept the Offer (and have not yet done so) are urged to
take action in accordance with the acceptance procedures set
out below. At least 14 days' notice will be given by an announcement before the Offer is closed.
As set out in paragraph 15 of the Muller Letter in Part II of
the Offer Document, cash consideration will be paid by 20 February
2012 in respect of valid acceptances received as at 1.00 p.m.
(London time) on 6 February 2012. Cash consideration will be paid
in respect of acceptances received after 1.00 p.m. (London time) on
6 February 2012 within 14 days of the receipt of such
acceptances.
De-listing and re-registration
As set out in the Offer Document, now that the Offer has become
unconditional in all respects, Muller intends to procure that
Wiseman applies to the UK Listing Authority for the cancellation of
listing of Wiseman Shares on the Official List and to the Main
Market of the London Stock Exchange for the cancellation of
admission to trading of Wiseman Shares on its main market for
listed securities.
The cancellation of listing and admission to trading of Wiseman
Shares will significantly reduce the liquidity and marketability of
any Wiseman Shares not assented to the Offer.
Such cancellation of listing and admission to trading will take
effect no earlier than 5 March 2012, being 20 business days from 6
February 2012.
It is also intended that, following such cancellation of listing
and admission to trading, Wiseman will be re-registered as a
private company under the relevant provisions of the Companies Act
2006.
Compulsory acquisition
As set out in the Offer Document, Muller intends to exercise its
rights pursuant to the provisions of Part 28 of the Companies Act
2006 to acquire compulsorily the remaining Wiseman Shares in
respect of which the Offer has not been accepted on the same terms
as the Offer.
As a result of Muller receiving acceptances in respect of, or
otherwise acquiring 90 per cent. or more of the Wiseman Shares to
which the Offer relates and 90 per cent. or more of the voting
rights carried by those shares, Muller will as soon as practicable
post compulsory acquisition notices, pursuant to section 979 of the
Companies Act 2006, to acquire compulsorily all outstanding Wiseman
Shares on the same terms as originally available under the Offer. A
further announcement will be made in due course on the timing of
service of compulsory acquisition notices.
Acceptance Procedure
Holders of Wiseman Shares in certificated form who are eligible
to do so can accept the Offer by completing and returning a Form of
Acceptance in accordance with the procedure set out in paragraph
14.1 of the Muller Letter set out in Part II of the Offer Document
as soon as possible to Capita Registrars, Corporate Actions, 34
Beckenham Road, Beckenham, Kent BR3 4TU.
Holders of Wiseman Shares in certificated form, but under
different designations, should complete a separate Form of
Acceptance for each designation.
Holders of Wiseman Shares in uncertificated form (that is, in
CREST) who are eligible to do so can accept the Offer by sending a
TTE Instruction in accordance with the procedure set out in
paragraph 14.2 of the Muller Letter set out in Part II of Offer
Document as soon as possible. Holders that are CREST sponsored
members should refer to their CREST sponsor before taking any
action. Only a CREST sponsor will be able to send the TTE
Instruction(s) to Euroclear in relation to such holder's Wiseman
Shares.
Further details of the acceptance procedure can be found in the
Offer Document. Copies of the Offer Document can be obtained in
electronic form on Muller's website www.muellergroup.com.
Additional copies of the Offer Document or Form of Acceptance
can be obtained from Capita Registrars, Corporate Actions, 34
Beckenham Road, Beckenham, Kent BR3 4TU or by calling the helpline
on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling
from outside the UK. Calls to the 0871 664 0321 number cost 10
pence per minute (including VAT) plus your service provider's
network extras. Calls to the helpline from outside the UK will be
charged at applicable international rates. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Offer nor give any
financial, legal or tax advice.
Interests in Relevant Securities
As at close of business on 3 February 2012, being the latest
practicable date prior to publication of this announcement, Muller
Dairy (UK) held 11,176,153 Wiseman Shares (representing
approximately 15.8 per cent. of the issued ordinary share capital
of Wiseman).
Save for these interests, as at close of business on 3 February
2012, neither Muller nor any of the directors of Muller nor (so far
as Muller is aware) any person acting in concert with Muller
(within the meaning of the Code) (a) is interested in, or has any
rights to subscribe for, any relevant securities of Wiseman or
securities convertible or exchangeable into Wiseman Shares, (b) has
any short position (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 of any
relevant securities of Wiseman, or (c) has borrowed or lent any
relevant securities of Wiseman (save for borrowed shares which have
been either on-lend or sold).
General
Defined terms used in this announcement have the same meaning as
set out in the Offer Document dated 16 January 2012.
A copy of this announcement will be available at
www.muellergroup.com. The content of this website is not
incorporated into and does not form part of this announcement.
Enquiries
Muller Tel: +352 2663 0910
Heiner Kamps
Alexander Truhlar
Rothschild (Financial Adviser) Tel: +44 (0)20 7280 5000
Alex Masters
Rupert Howard
FTI (Public Relations)
Jonathan Brill (London) Tel: +44 (0)20 7831 3113
Ivo Lingau (Frankfurt) Tel: +49 (0) 699 20370
Further Information
This announcement is not intended to and does not constitute, or
form part of, any offer to sell or subscribe for or an invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities of Wiseman in any jurisdiction in contravention of
applicable law.
Any acceptance or other response to the Offer should only be
made on the basis of information contained in the Offer Document
(which will contain the full terms and conditions of the Offer)
and, in the case of Wiseman Shares held in certificated form, the
Form of Acceptance. Wiseman Shareholders are advised to read the
formal documentation in relation to the Offer carefully in its
entirety before making a decision with respect to the Offer.
N M Rothschild & Sons Limited ("Rothschild"), which is
authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Muller and Muller
Dairy (UK) and no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than
Muller and Muller Dairy (UK) for providing the protections afforded
to its clients or for providing advice in connection with the Offer
or any other matters referred to herein.
Overseas jurisdictions
The availability of the Offer in, and the release, publication
or distribution of this announcement in or into, jurisdictions
other than the United Kingdom may be restricted by law. In
particular, the Offer will not be made directly or indirectly into
any Restricted Jurisdiction. Therefore persons into whose
possession this announcement comes who are not resident in the
United Kingdom should inform themselves about, and observe, any
applicable restrictions. Wiseman Shareholders who are in any doubt
regarding such matters should consult an appropriate independent
adviser in the relevant jurisdiction without delay. Any failure to
comply with such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
The Offer will not be made, directly or indirectly, in or into,
or by the use of the mails or any means of instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of any Restricted Jurisdiction and
will not be capable of acceptance by any such use, means,
instrumentality or facility or from or within any Restricted
Jurisdiction. Accordingly, except as required by applicable law,
copies of this announcement are not being, and may not be, mailed
or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction. Persons receiving this announcement
(including without limitation nominees, trustees or custodians)
must not forward, distribute or send it into any Restricted
Jurisdiction.
This announcement has been prepared for the purposes of
complying with English law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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