TIDMGNC TIDMUNIQ
RNS Number : 2793N
Greencore Group PLC
31 August 2011
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR
INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE
SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
31 August 2011
RECOMMENDED CASH OFFER
By
GREENCORE FOODS LIMITED
a wholly owned subsidiary of
GREENCORE GROUP PLC
for
UNIQ PLC
On 12 July 2011, Greencore announced that it had reached
agreement with the Uniq Board on the terms of a recommended cash
offer by Greencore Foods to acquire the entire issued and to be
issued share capital of Uniq. The Offer Document containing the
full terms and conditions of the Offer was posted to Uniq
Shareholders on 26 July 2011.
The Offer was declared unconditional as to acceptances on 29
July 2011. On 8 August, the proposed Acquisition and Rights Issue
were approved by Greencore Shareholders and on 24 August 2011, the
proposed Acquisition received clearance from the Irish Competition
Authority. The Offer remains subject to certain other conditions
set out in Appendix 1 of the Offer Document and will remain open
for acceptances until further notice and at least 14 days' notice
will be given by announcement before the Offer is closed.
Level of Acceptances and Extension of the Offer Period
Greencore announces that as at 1.00 p.m. (London time) on 30
August, being the second closing date of the Offer, valid
acceptances of the Offer have been received in respect of
115,001,506 Uniq Shares, representing approximately 98.13 per cent.
of Uniq's issued share capital.
Of this figure of 115,001,506 Uniq Shares, 105,742,456 were
subject to irrevocable undertakings procured by Greencore or its
associates, representing approximately 90.2 per cent. of Uniq's
issued share capital. Neither Greencore nor its associates have any
other outstanding irrevocable commitments or letters of intent to
accept the Offer.
The total acceptances include valid acceptances received from
Diane Walker (who, being a director of Greencore, is deemed to be
acting in concert with Greencore for purposes of the Offer) in
respect of 60 Uniq Shares she beneficially owns, representing
approximately 0.0001 per cent. of the existing issued share capital
of Uniq.
The Offer, which remains subject to certain other conditions set
out in Appendix 1 of the Offer Document, has been extended and will
remain open for acceptances until further notice and at least 14
days' notice will be given by announcement before the Offer is
closed.
Compulsory acquisition and cancellation of trading of Uniq
Shares
Upon the Offer becoming unconditional in all respects, Greencore
intends to exercise its rights pursuant to the provisions of
sections 979 to 991 (inclusive) of the Companies Act to acquire
compulsorily the remaining Uniq Shares to which the Offer relates
in respect of which the Offer has not been accepted on the same
terms as the Offer.
As stated in the Offer Document, Greencore also intends to
procure that Uniq applies to AIM for the cancellation of trading in
Uniq Shares on AIM on 20 Business Days' notice. Following such
cancellation, Greencore intends to procure that Uniq re-registers
from a public limited company to a private limited company. Such
cancellation and re-registration will significantly reduce the
liquidity and marketability of any Uniq Shares not assented to the
Offer.
Acceptance of the Offer
Uniq Shareholders who have not yet accepted the Offer are urged
to do so without delay. Acceptances of the Offer should be received
in accordance with the instructions contained in the Offer Document
and (in the case of shares held in certificated form) the Form of
Acceptance.
Further copies of the Offer Document and the Form of Acceptance
can be obtained from Computershare at Corporate Actions 1, Bristol,
BS99 6AF, United Kingdom or by telephoning the Helpline on 0870 707
4086 (if calling from inside the United Kingdom) or +44 870 707
4086 (if calling from elsewhere).
Terms defined in the Offer Document have the same meaning as
when used in this announcement.
ENQUIRIES
Greencore
Eoin Tonge +353 (0) 1 605 1017
Barclays Capital (financial adviser, sole sponsor
and joint broker to Greencore)
Mark Todd +44 (0) 20 7623 2323
Jon Bathard-Smith (Corporate Broking)
Uniq
Geoff Eaton +44 (0) 1753 276011
Martin Beer
Investec (financial adviser, NOMAD and broker to Uniq)
Clifford Halvorsen +44 (0) 20 7597 4000
David Anderson
Spayne Lindsay (financial adviser to Angel Street)
Tom Lindsay +44 (0) 20 7808 3240
Paul Satchell
Apart from the responsibilities, if any, which may be imposed on
Barclays Capital by the Financial Services and Markets Act 2000,
the European Communities (Markets in Financial Instruments)
Regulations 2007 (as amended) or the regulatory regimes established
thereunder or the UK Code, Barclays Capital does not accept any
responsibility whatsoever for the contents of this announcement or
for any statements made or purported to be made by them or on its
behalf in connection with the Offer, Acquisition and/or Rights
Issue. Barclays Capital accordingly disclaims all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which it might otherwise have in respect of this
announcement or any such statement.
Barclays Capital, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Greencore and no-one else in connection with the
Offer, Acquisition and Rights Issue and will not be responsible to
any person other than Greencore for providing the protections
afforded to customers of Barclays Capital or for providing advice
in relation to the Offer, Acquisition and/or Rights Issue or any
other matter referred to in this announcement.
Investec is acting exclusively for Uniq in connection with the
Offer and will not be responsible to any person other than Uniq for
providing the protections afforded to clients of Investec or for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
Spayne Lindsay is acting exclusively for Angel Street in
connection with the Offer and will not be responsible to any person
other than Angel Street for providing the protections afforded to
clients of Spayne Lindsay or for providing advice in relation to
the Offer or any other matter referred to in this document.
OVERSEAS SHAREHOLDERS
The availability of the Offer to persons who are not resident in
the United Kingdom may be affected by the laws of their relevant
jurisdiction. Such persons should inform themselves of, and
observe, any applicable legal or regulatory requirements of their
jurisdiction. Further details in relation to overseas shareholders
are contained in the Offer Document.
The Offer referred to in this announcement will not be made,
directly 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 or Japan or any other jurisdiction
if to do so would constitute a violation of the relevant laws of
such jurisdiction. This announcement does not constitute an offer
in the United States, Canada, Australia or Japan or any such other
jurisdiction and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or otherwise from or
within the United States, Canada, Australia or Japan or any such
other jurisdiction. Accordingly this announcement is 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 or Japan or any such other jurisdiction.
Uniq Shareholders (including, without limitation, nominees,
trustees or custodians) must not forward this announcement to the
United States, Canada, Australia, Japan or any other such
jurisdiction.
Publication on website
A copy of this announcement will be available free of charge on
Greencore's website at www.greencore.com and on Uniq's website at
www.uniq.com by no later than 12.00 p.m. (London time) on 1
September 2011.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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