Offer for Belhaven
30 Settembre 2005 - 9:02AM
UK Regulatory
RNS Number:9943R
Greene King PLC
30 September 2005
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM AUSTRALIA,
CANADA OR JAPAN
Embargoed for release at 7.00 a.m. (London time) 30 September 2005
RECOMMENDED CASH OFFER
for
THE BELHAVEN GROUP PLC
by
DEUTSCHE BANK
on behalf of the Offeror
a wholly owned subsidiary of
GREENE KING PLC
and in the United States by the Offeror
On 24 August 2005, Deutsche Bank made a recommended cash offer (the "Offer") on
behalf of the Offeror, a wholly owned subsidiary of Greene King plc, for all of
the issued and to be issued share capital of The Belhaven Group plc not already
owned by the Greene King Group.
Offer declared unconditional in all respects
Greene King announces that all conditions of the Offer have been satisfied or
waived. Accordingly the Offer has been declared unconditional in all respects
and will remain open for acceptance until further notice.
Of the acceptances received under the Offer, valid elections for the Loan Note
Alternative in respect of #5,829,938 nominal value of Loan Notes have been made
by Belhaven Shareholders and the Loan Note Alternative has become unconditional
upon the Offer being declared unconditional in all respects.
Consideration
The consideration will be despatched by first class post (in the case of
certificated holders) or credited to the relevant CREST account (in the case of
uncertificated holders) on or before 13 October 2005 to Belhaven Shareholders
who have validly accepted the Offer on or before the date of this announcement.
Delisting and Compulsory Acquisition
Application will be made to the FSA for the cancellation of the listing of
Belhaven Shares on the Official List and to the London Stock Exchange for the
cancellation of the admission to trading of Belhaven Shares on the London Stock
Exchange, in each case expected to take effect from 31 October 2005, being 20
business days following the date of this announcement.
In addition, if sufficient acceptances are received, the Offeror intends to
implement the procedures set out in sections 428 to 430F of the Companies Act to
acquire compulsorily any outstanding Belhaven Shares to which the Offer relates.
Level of acceptances and ownership
As at 1.00 p.m. (London time) on 29 September 2005, being the second closing
date of the Offer, the Offeror had received valid acceptances of the Offer in
respect of a total of 21,446,516 Belhaven Shares, representing approximately
71.5 per cent. of Belhaven's existing issued share capital. Following the
announcement of the Offer on 22 August 2005, the Offeror has also acquired
3,056,224 Belhaven Shares representing approximately 10.2 per cent. of
Belhaven's existing issued share capital. Accordingly, as at 1.00 p.m. (London
time) on 29 September 2005, the Offeror had acquired or received valid
acceptances under the Offer in respect of a total of 24,502,740 Belhaven Shares,
representing approximately 81.7 per cent. of Belhaven's existing issued share
capital.
In addition, Greene King announced on 26 September 2005 and 28 September 2005
that it had contracted to acquire 496,232 Belhaven Shares and 658,431 Belhaven
Shares respectively, representing in total approximately 3.9 per cent. of
Belhaven's existing issued share capital. Including these additional Belhaven
Shares, the Offeror has therefore acquired (or contracted to acquire) or
received valid acceptances under the Offer in respect of a total of 25,657,403
Belhaven Shares, representing approximately 85.6 per cent. of Belhaven's
existing issued share capital.
Belhaven Shareholders who hold Belhaven Shares in certificated form who wish to
accept the Offer but have not already done so should complete, sign and return
their Form of Acceptance in accordance with the instructions set out in the
Offer Document and on the Form of Acceptance. Belhaven Shareholders who hold
Belhaven Shares in uncertificated form (that is, in CREST) who wish to accept
the Offer but have not already done so should follow the instructions set out in
the Offer Document.
Terms used in this announcement shall have the same meanings given to them in
the Offer Document.
30 September 2005
Enquiries
Greene King +44 (0) 1284 763 222
Rooney Anand
Michael Shallow
Deutsche Bank +44 (0) 20 7545 8000
Jeremy Quin
Charles Roast
Financial Dynamics +44 (0) 20 7831 3113
Ben Foster
Charles Watenphul
Deutsche Bank (authorised by Bundesanstalt fur Finanzdienstleistungsaufsicht
(BaFin) and by the Financial Services Authority (FSA)), which is regulated by
the FSA for the conduct of UK business and a member of the London Stock
Exchange, is acting for Greene King and the Offeror and no one else in
connection with the Offer and will not be responsible to anyone other than
Greene King and the Offeror for providing the protections afforded to clients of
Deutsche Bank nor for providing advice in relation to the Offer or any matter
referred to in this announcement.
The directors of Greene King and the directors of the Offeror accept
responsibility for the information contained in this announcement relating to
Greene King and the Offeror and confirm that, to the best of their knowledge and
belief (having taken all reasonable care to ensure that such is the case), the
information contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such information.
This announcement does not constitute an offer to sell, or an invitation to
purchase, any securities or the solicitation of any vote or approval in any
jurisdiction. The Offer has been made solely by the Offer Document and the Form
of Acceptance which contains the full terms and conditions of the Offer
(including details of how it may be accepted).
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in any such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
The ability of Belhaven Shareholders who are not resident in the United Kingdom
to accept the Offer may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.
Copies of this announcement and any formal documentation relating to the Offer
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in or into or from a Restricted Jurisdiction and
persons receiving such documents (including custodians, nominees and trustees)
must not mail or otherwise forward, distribute or send them in or into or from a
Restricted Jurisdiction. The Offer (unless otherwise determined by the Offeror
and permitted by applicable law and regulation), will not be made, directly or
indirectly, in or into, or by the use of mails or any means or instrumentality
(including, without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facility of, a national, state or other
securities exchange of a Restricted Jurisdiction and the Offer will not be
capable of acceptance by any such use, means, instrumentality or facilities.
In accordance with normal UK market practice, Greene King or the Offeror or
their nominees or broker (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, Belhaven Shares outside the United
States, other than pursuant to the Offer, before or during the period in which
the Offer remains open for acceptance. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases will be disclosed as required in
the UK.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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