Offer Update

Compass Group PLC 30 January 2002 30 January 2002 Compass Group PLC Compass Group confirms acceptance of its offer for Seiyo Food Systems, Inc. Compass Group is delighted to confirm the successful conclusion of its tender offer for Seiyo Food Systems, Inc. ('Seiyo') of Japan. Compass Group has been informed by its tender offer agents, The Nomura Securities Co., Ltd. and Goldman Sachs (Japan) Ltd., that at the close of the offer, 57,132,981 ordinary shares, representing 52.4% of the issued share capital of Seiyo, have been tendered. The total of the Compass Group, Saison Network Inc. and Seibu Department Stores, Ltd. shareholdings, and shares tendered under the offer (together, the 'Shares') represents 93.4% of the issued share capital of Seiyo. Under Tokyo Stock Exchange rules, it is currently expected that Seiyo's ordinary shares will be delisted, unless the Shares represent less than 80% of the issued share capital of Seiyo at any time during one year following closing of the offer. Michael J. Bailey, Chief Executive, Compass Group PLC, said: 'We are delighted that our offer for Seiyo has been accepted by a significant number of shareholders and has therefore closed successfully. Seiyo is a strategically important acquisition for Compass Group, as it will enable us to capitalise on and benefit from the substantial long-term growth opportunities in the Japanese foodservice market. Seiyo represents an ideal platform through which to build and enhance our Japanese presence. We welcome the management and staff of Seiyo into the Group.' Compass Group was advised by Goldman Sachs International. ENDS Enquiries: Simon Sporborg, Brunswick Tel: 020 7404 5959 Notes to editors 1. Background to the transaction: On 11 December 2001, Compass Group PLC announced a cash tender offer to acquire all of the issued share capital of Seiyo. Compass Group also entered into an agreement with Seiyo for Compass to subscribe for 27.5% of Seiyo's enlarged equity. Seiyo's two largest shareholders, Saison Network Inc. and Seibu Department Stores, Ltd., together representing 13.5% of the enlarged equity of Seiyo indicated their support for the offer and entered into an agreement to sell their shares to Compass in due course. The offer, made pursuant to a tender offer registration statement filed on 12 December 2001, commenced on that date and closed for acceptances in Japan on Tuesday 29 January 2002. 2. Compass Group is the world's largest foodservice company employing over 300,000 people in over 90 countries and with annual revenues in excess of £9bn. Compass Group provides foodservice for clients including major employers, educational establishments, hospitals, leisure venues, retail locations and at major airports and stations throughout USA, Europe, and developing markets in Asia and South America. It operates through sector- specific subsidiaries such as Eurest, the world's largest specialist in providing foodservice to business and industry clients, and Select Service Partner, the European market leader in foodservice at airport restaurants and rail stations. Further information on the Group can be found at www.compass- group.com 3. Seiyo: Founded in 1947, Seiyo is based in Tokyo and manages 343 contract outlets for clients and operates 241 concession outlets throughout Japan. Seiyo has announced its intention to sell its CASA high street restaurants operating division. The contents of this press announcement have been approved by Goldman Sachs International solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. Goldman Sachs International is acting for Compass Group PLC and for no-one else in connection with the Offer and will not be responsible to any other person for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the Offer or the contents of this announcement. Goldman Sachs International can be contacted at Peterborough Court, 133 Fleet Street, London EC4A 2BB. This information is provided by RNS The company news service from the London Stock Exchange
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