TIDMSPRT TIDMGNK
RNS Number : 9411Q
Spirit Pub Company PLC
23 June 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.
23 June 2015
RECOMMENDED OFFER
for
SPIRIT PUB COMPANY PLC
("Spirit")
by
GREENE KING PLC
("Greene King")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
(the "Scheme")
Scheme of arrangement becomes effective
Spirit is pleased to announce that the reduction of capital was
confirmed today by the High Court of Justice of England and Wales
and that the Scheme has accordingly become effective.
Dealings in the New Greene King Shares are expected to commence
at 8.00 a.m. tomorrow, Wednesday 24 June 2015 and the special
interim dividend of 6.5p per Spirit Share will be paid on 7 July
2015.
Enquiries:
Spirit
Lucy Bell, Director of Group Finance & Treasury +44 (0)1283 498 400
Goldman Sachs International (Financial Adviser
and Corporate Broker to Spirit)
Anthony Gutman
Nick Harper
Nicholas Alt (Corporate Broking) +44 (0)207 774 1000
Numis Securities Limited (Corporate Broker
to Spirit)
Alex Ham
James Serjeant +44 (0)207 260 1000
Brunswick Group LLP (PR Adviser to Spirit)
Nick Cosgrove
Natalia Dyett +44 (0)207 404 5959
Important Notices
Goldman Sachs International, which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
UK, is acting for Spirit and no one else in connection with the
Offer and will not be responsible to anyone other than Spirit for
providing the protections afforded to clients of Goldman Sachs
International nor for providing advice in connection with the Offer
or any matter referred to herein.
Numis Securities Limited, which is authorised and regulated by
the Financial Conduct Authority in the UK, is acting as broker for
Spirit and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Spirit for providing the protections afforded to clients of
Numis Securities Limited, or for providing advice in connection
with the matters referred to in this announcement.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer 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 Offer or otherwise nor will there be
any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
The Offer will be made solely by means of the Scheme Document
which, together with the Forms of Proxy, contains the full terms
and conditions of the Offer including details of how Spirit
Shareholders may vote in respect of the Offer. Any response in
relation to the Offer should be made only on the basis of the
information contained in the Scheme Document. Shareholders are
advised to read the formal documentation in relation to the Offer
carefully.
Overseas Shareholders
This announcement has been prepared for the purpose 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 and
regulations of jurisdictions outside the UK..
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Further details in
relation to overseas shareholders are contained in the Scheme
Document. Persons who are not resident in the UK or who are subject
to the laws of other jurisdictions should inform themselves of, and
observe, any applicable requirements. Any failure to comply with
the applicable requirements may constitute a violation of the laws
of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and persons involved in the Offer
disclaim any responsibility or liability for the violation of such
requirements by any person.
The Offer relates to the acquisition of shares of a UK company
and is proposed to be effected by means of a scheme of arrangement
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Exchange Act of
1934 (as amended). Accordingly, the Scheme is subject to the
disclosure requirements, rules and practices applicable in the UK
to schemes of arrangement, which differ from US disclosure
requirements and the requirements of US proxy solicitation or
tender offer rules. However, if Greene King were permitted and did
elect to implement the Offer by means of a takeover offer, such
takeover offer will be made in compliance with all applicable laws
and regulations, including Section 14(e) of the US Exchange Act and
Regulation 14E thereunder. Such a takeover would be made in the
United States by Greene King and no one else. In addition to any
such takeover offer, Greene King, certain affiliated companies and
the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in Spirit outside
such takeover offer, such as in open market or privately negotiated
purchases, during the period in which such takeover offer would
remain open for acceptance. If such purchases or arrangements to
purchase were to be made they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act of 1934 (as amended). Any information about such
purchases will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange website: www.londonstockexchange.com.
Unless otherwise determined by Greene King or required by the
Code, and permitted by applicable law and regulation, the Offer
will not be made, directly or indirectly, in, into or from any
jurisdiction where to do so would violate the laws in that
jurisdiction, and the Offer will not be capable of acceptance from
or within such jurisdiction where such acceptance would violate the
laws of that jurisdiction. Accordingly, copies of this announcement
and all documents relating to the Offer are not being, and must not
be, directly or indirectly, mailed, transmitted or otherwise
forwarded, distributed or sent in, into or from any jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to
the Offer (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the New Greene King Shares to Spirit
Shareholders who are not resident in the UK may be affected by the
laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the UK should inform themselves of,
and observe, any applicable requirements.
The New Greene King Shares may not be offered, sold or
delivered, directly or indirectly, in, into or from any Restricted
Jurisdiction or to, or for the account or benefit of, any
Restricted Overseas Persons except, in each case, pursuant to an
applicable exemption from, or in a transaction not subject to,
applicable securities laws of those jurisdictions.
This announcement is not an offer for sale of, or solicitation
of an offer to buy, securities in the United States and the New
Greene King Shares, which will be issued in connection with the
Offer, have not been, and will not be, registered under the US
Securities Act of 1933 (as amended) (the "US Securities Act") or
under the securities law of any state, district or other
jurisdiction of the United States or any other Restricted
Jurisdiction, and no regulatory clearance in respect of the New
Greene King Shares has been, or will be, applied for in any
jurisdiction other than the UK.
None of the securities referred to in this announcement have
been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal
offence in the United States.
It is expected that the securities referred to in this
announcement will be issued as part of the Offer in reliance upon
the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) of that Act. Such
securities may not be offered, sold, re-offered, resold or
delivered, directly or indirectly, in or into the United States or
any state, district or other jurisdiction of the United States,
except pursuant to exemptions from the applicable registration
requirements of such jurisdictions. Spirit Shareholders who will be
affiliates of Greene King after the Effective Date will be subject
to certain US transfer restrictions relating to the New Greene King
Shares received pursuant to the Scheme.
Spirit is an English company that is a foreign private issuer
(as defined under Rule 3b-4 under the US Securities Exchange Act of
1934). Financial information included in, or incorporated by
reference into, this announcement has been prepared in accordance
with foreign accounting standards that may not be comparable to the
accounting standards applicable to financial statements of United
States companies.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1
per cent. 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 p.m. (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 p.m. (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 per cent. 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 p.m. (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 Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website and Availability of Hard Copies
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions) on Greene King's and Spirit's websites at
www.greeneking.co.uk and www.spiritpubcompany.com respectively by
no later than 12:00 p.m. (London time) on the day following this
announcement. For the avoidance of doubt, the contents of those
websites are not incorporated into, and do not form part of, this
announcement.
Any person who is required to be sent this announcement under
the Code may request a hard copy of this announcement by contacting
the Company Secretary, Spirit Pub Company plc, Sunrise House, Ninth
Avenue, Burton upon Trent, Staffordshire DE14 3JZ tel: +44 (0)1283
498400. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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