Rec Offer for Selecta-Pt 2

Compass Group PLC 12 February 2001 Part 2 Not for release, publication or distribution in or into the USA, Canada, Australia or Japan Prior Announcement of the Public Purchase Offer of Compass Group PLC, Chertsey, United Kingdom for all publicly held outstanding registered shares in Selecta Group, Zug with a nominal value of CHF 50.-- each. Compass Group PLC ('Compass Group') intends to launch a public purchase offer (the 'Offer') for all publicly held outstanding registered shares in Selecta Group ('Selecta') with a nominal value of CHF 50.-- each in accordance with Art. 9 of the Ordinance of the Swiss Takeover Board on Public Takeover Offers. It is intended that the Offer contains the following main terms: Offer Price CHF 540.-- net per registered share of Selecta with a nominal value of CHF 50.-- each, less the gross amount of any dividend or other payments that Selecta might distribute to its shareholders until completion of the Offer. Offer Prospectus/Offer Period The offer prospectus will be published by 26 March 2001 in the same media. The Offer is expected to be open for 20 trading days. Compass Group reserves the right to extend the offer period. Conditions The Offer will be subject to the following conditions: a. Compass Group has received within the offer period valid acceptances in respect of shares representing, together with the shares it already owns, more than 67% of the total number of outstanding Selecta shares on a fully diluted basis at expiry of the offer period. b. Selecta's general shareholders' meeting amends Selecta's articles of incorporation in such a manner as to permit Compass Group to be entered into the share register of Selecta as shareholder with voting rights for the total number of shares it owns in Selecta. c. Selecta's general shareholders' meeting removes such persons from and elects such persons to Selecta's Board of Directors as Compass Group might deem fit to appoint in its offer prospectus. d. The competent Swiss and European competition authorities grant all approvals and/or clearances for the takeover of Selecta by Compass Group without asking any of the parties to meet any conditions, requirements or obligations, which are expected to reduce either party's annual sales by more than CHF 100'000'000.--. Compass Group reserves the right to waive one or several of the above mentioned conditions. Security Number/ISIN Registered shares in Selecta Group with a nominal value of CHF 50.-each 621'766 ISIN CH0006217662 Place and Date Zurich, 12 February 2001 The Offer will not be made in or into the United States, Canada, Japan, or Australia. Accordingly, copies of this announcement are not being and should not be mailed or otherwise distributed or sent in or into or from the United States, Canada, Japan or Australia and persons receiving this announcement (including custodians, nominees and trustees) must not distribute or send it, into or from the United States, Canada, Japan or Australia. Compass Group PLC
UK 100

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