Merger Update

RNS Number : 4274Y

Greencore Group PLC

22 December 2010

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. 

FOR IMMEDIATE RELEASE                                                                                  22 December 2010

Greencore Group Plc ('Greencore')

The board of Greencore notes the announcement made by Northern Foods Plc ('Northern Foods') that they have received a request for information under Rule 20.2 of the City Code on Takeovers and Mergers (the "Code) from Boparan Holdings Limited.

The board of Greencore continues to believe that the recommended all share merger of Greencore and Northern Foods to form Essenta Foods (the 'Merger'), announced on 17 November 2010, represents a compelling opportunity for value creation for both Greencore and Northern Foods shareholders, through the creation of a business with real scale in the industry and substantial synergies.  

In common with the board of Northern Foods, the board of Greencore continues to unanimously recommend to shareholders that they vote in favour of the Merger at the shareholder meeting to be convened shortly.  We expect that the formal documentation setting out the terms of the Merger will be sent to shareholders today.

 Expected Timetable of Principal Events for the Merger

Posting of Merger document to Northern Food shareholders	22 December 2010
Posting of Circular to Greencore Shareholders	22 December 2010
Greencore shareholder meeting to approve the Merger	31 January 2011
Northern Foods shareholder meeting to approve the Merger	31 January 2011
Irish Court hearing to certify that pre-Merger steps have been completed by Greencore	early February 2011
English Court hearing to certify that pre-Merger steps have been completed by Northern Foods	early February 2011
Expected date of publication of prospectus in connection with the listing of the new Greencore shares	Q1 2011
Last day for dealings in, and for registration of transfers of Northern Foods shares	end Q1 / early Q2 2011
Last day for dealings in existing Greencore shares on the Irish Stock Exchange's regulated market	end Q1 / early Q2 2011
Suspension of listing of, and dealings in, Northern Foods shares	end Q1 / early Q2 2011
Suspension of listing of, and dealings in, existing Greencore shares  on the Irish Stock Exchange's regulated market	end Q1 / early Q2 2011
Irish Court hearing to sanction the Merger	end Q1 / early Q2 2011
Effective Date of Merger	end Q1 / early Q2 2011
Cancellation of the listing of Northern Foods Shares, admission of the New Greencore Shares, and cancellation of the listing of existing Greencore Shares on the Irish Stock Exchange (the existing Greencore Shares will continue to trade on the London Stock Exchange)	end Q1 / early Q2 2011
Commencement of dealings of the New Greencore shares on the London Stock Exchange	end Q1 / early Q2 2011

Enquiries:

Greencore:
Eoin Tonge	Group Development Director	Tel: [phone]
Imelda Hurley	Head of Investor Relations	Tel: [phone]
Billy Murphy or Anne Marie Curran	Drury Communications	Tel: [phone]
Rory Godson or Rob Greening	Powerscourt	Tel: [phone]

Dealing Disclosure Requirements

Under Rule 8.3(a) of the City Code on Takeovers and Mergers (the "Code), any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.  An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s).  An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror.  A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8.  A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Notice to U.S. Investors

The information contained herein does not constitute an offer of securities for sale in the United States or offer to acquire securities in the United States.

The Greencore ordinary shares referred to herein have not been, and are not intended to be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exemption. The Greencore ordinary shares are intended to be made available within the United States in connection with the Merger described herein pursuant to an exemption from the registration requirements of the Securities Act.

The Merger described herein relates to the securities of a non-U.S. company. The Merger is subject to disclosure and procedural requirements of Ireland and the United Kingdom, which are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, which may not be comparable to the financial statements of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since Greencore and Northern Foods are located in Ireland and the United Kingdom, respectively, and some or all of their officers and directors may be residents of Ireland, the United Kingdom or other non-U.S. countries. You may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.

 

END

 

 

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