TIDMGNK TIDMCPUB
RNS Number : 7433M
Greene King PLC
22 August 2011
Not for release, publication or distribution in or into the
United States, Canada, Australia or Japan.
RECOMMENDED CASH OFFER BY GREENE KING PLC FOR THE CAPITAL PUB
COMPANY PLC
Offer declared unconditional in all respects
On 19 July 2011 the boards of Greene King and Capital Pubs
announced that they had reached an agreement on the terms of a
recommended offer to be made by Greene King for the entire issued
and to be issued share capital of Capital Pubs.
Today Greene King announces that as at 1.00 p.m. on 19 August
2011, the First Closing Date of the Offer, valid acceptances of the
Offer had been received in respect of 19,795,608 Capital Pubs
Shares, representing approximately 73.4 per cent. of Capital Pubs'
issued share capital. Of this figure, 8,894,429 Capital Pubs Shares
were the subject of an irrevocable commitment procured by Greene
King, representing approximately 33 per cent. of Capital Pubs'
issued share capital.
As at 1.00 p.m. on 19 August 2011 Greene King had outstanding
irrevocable commitments in respect of 625,000 Capital Pubs Shares,
representing approximately 2.3 per cent. of Capital Pubs' issued
share capital. The details of such irrevocable commitments are set
out below:
Shareholder name Number of Capital Pubs' Shares
Clive Watson 275,000
Nicholas Collins 250,000
Scott Collins 75,000
Alexander Derrick 25,000
The above irrevocable commitments will remain binding until the
Offer closes, lapses or is withdrawn. Further, the irrevocable
commitment will remain binding in the event that a competing offer
is made for Capital Pubs.
Taking into account Greene King's existing holding, as at the
date of the Offer Document, of 4,720,722 Capital Pubs Shares
(representing approximately 17.5 per cent. of Capital Pub's issued
share capital), as at 1:00 p.m. on 19 August 2011, the total number
of Capital Pubs Shares in which Greene King was interested was
24,516,330 Capital Pubs Shares, representing approximately 90.9 per
cent. of the issued share capital of Capital Pubs.
For the purposes of the acceptance condition set out in the
Offer Document of 90 per cent. of Capital Pubs Shares to which the
Offer relates, Greene King's holding of 4,720,722 Capital Pubs
Shares (representing approximately 17.5 per cent. of Capital Pub's
issued share capital) is not taken into account. Therefore, as at
1:00 p.m. on 19 August 2011, the total number of Capital Pubs
Shares which may be counted towards satisfaction of the acceptance
condition was 19,795,608 Capital Pubs Shares, representing
approximately 88.98 per cent. of the Capital Pubs Shares to which
the Offer relates. Greene King announces that the acceptance
condition (as defined in the Offer Document with reference to
sections 974 to 991 (inclusive) of the Companies Act 2006) is
waived.
Greene King is, therefore, pleased to announce that all the
conditions of the Offer have now been satisfied or waived.
Accordingly, the Offer is now declared unconditional in all
respects. Settlement for Capital Pubs Shareholders who have validly
accepted the Offer will be effected by 5 September 2011. Settlement
in respect of valid acceptances of the Offer received after the
date of this announcement will be effected within 14 days of such
receipt.
The Offer remains open for acceptance until further notice.
Save as disclosed in this announcement or in the Offer Document,
as at close of business on 19 August 2011, neither Greene King nor
any person acting in concert with Greene King, is interested in or
has any rights to subscribe for any Capital Pubs Shares, nor does
any such person have 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 Capital Pubs Shares,
nor does any such person have any borrowing or lending of Capital
Pubs Shares, except for any borrowed shares which have been either
on-lent or sold.
Terms defined in the Offer Document dated 29 July 2011 have the
same meanings in this announcement, unless the context requires
otherwise.
Capital Pubs Shareholders who have not yet accepted the Offer
are urged to complete, sign and return the Form of Acceptance
(along with their share certificate(s) and any appropriate
documents of title) by post or by hand (during normal business
hours only) to Capita Registrars, Corporate Actions, The Registry,
34 Beckenham Road, Beckenham, Kent BR3 4TU as soon as possible.
Capital Pubs Shareholders who hold their Capital Pubs Shares in
CREST should follow the additional procedures set out in the Offer
Document. If you are a CREST sponsored member you should refer to
your CREST sponsor before taking any action.
If you have lost your Form of Acceptance or have any other
queries in connection with the Offer, you should contact Capita
Registrars at the above address or by telephone on 0871 664 0321
from within the UK or, if calling from outside the UK, on +44 20
8639 3399 between 9.00am and 5.00pm (London time) Monday to
Friday).
ENQUIRIES
For further information contact:
Greene King
Lindsay Keswick +44 1284 763222
Lazard (financial adviser to Greene King)
William Rucker +44 207 187 2000
Paul Gismondi +44 207 187 2000
Deutsche Bank (financial adviser and corporate
broker to Greene King)
James Agnew +44 207 545 8000
Steven Varlakhov +44 207 545 8000
Andrew Smith +44 207 545 8000
Financial Dynamics (PR adviser to Greene
King)
Ben Foster + 44 207 831 3113
Capital Pubs
Clive Watson + 44 207 589 4888
Nick Collins + 44 207 589 4888
PricewaterhouseCoopers (financial adviser
to Capital Pubs)
Sean Williams +44 207 583 5000
Gerry Young +44 207 583 5000
Mark Sweeting +44 207 583 5000
Panmure Gordon (UK) Limited (corporate
broker to Capital Pubs)
Adam Pollock +44 207 459 3600
Andrew Godber +44 207 459 3600
College Hill (PR adviser to Capital Pubs)
Justine Warren +44 207 457 2020
Matthew Smallwood +44 207 457 2020
Lazard & Co., Limited is acting exclusively for Greene King
in connection with the Offer and will not be responsible to any
person other than Greene King for providing the protections
afforded to customers of Lazard & Co., Limited or for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
Deutsche Bank AG is authorised under German Banking Law
(competent authority: BaFin - Federal Financial Supervisory
Authority) and authorised and subject to limited regulation by the
Financial Services Authority. Details about the extent of Deutsche
Bank AG's authorisation and regulation by the Financial Services
Authority are available on request. Deutsche Bank AG, London Branch
is acting as financial adviser and corporate broker to Greene King
and no one else in connection with the contents of this
announcement and the Offer and will not be responsible to anyone
other than Greene King for providing the protections afforded to
clients of Deutsche Bank AG, London Branch, nor for providing
advice in relation to the Offer or any matters referred to
herein.
PricewaterhouseCoopers is acting exclusively for Capital Pubs in
connection with the Offer and will not be responsible to any person
other than Capital Pubs for providing the protections afforded to
clients of PricewaterhouseCoopers or for providing advice in
relation to the Offer or any other matter referred to in this
announcement.
Panmure Gordon (UK) Limited is acting exclusively for Capital
Pubs in connection with the Offer and will not be responsible to
any person other than Capital Pubs for providing the protections
afforded to clients of Panmure Gordon (UK) Limited or for providing
advice in relation to the Offer or any other matter referred to in
this announcement.
This announcement does not constitute, or form part of, any
offer for, or any solicitation of any offer for, securities. Any
acceptance or other response to the Offer should be made only on
the basis of information referred to in the Offer Document.
The Offer is not being made, direct or indirectly, in, into or
by use of the mails of, or by any means or instrumentality
(including, without limitation, telephonically or electronically)
of interstate or foreign commerce of, or any facilities of a
national securities exchange of, the United States, Canada,
Australia, Japan or any other jurisdiction if to do so would
violate of the relevant laws of such jurisdiction. Accordingly,
copies of this document are not being, and should not be mailed,
transmitted or otherwise distributed, in whole or in part, in or
into or from the United States, Canada, Australia, Japan or any
such other jurisdiction.
The Directors of Greene King accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the Directors of Greene King (who have
taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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