Publication of documents on C

RNS Number : 0050X

Greencore Group PLC

29 November 2010

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THE NEW GREENCORE SHARES TO BE ISSUED PURSUANT TO THE MERGER HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA.  ACCORDINGLY, THE NEW GREENCORE SHARES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, EXCEPT PURSUANT TO EXEMPTIONS FROM APPLICABLE REQUIREMENTS OF ANY SUCH JURISDICTION.

30 November 2010

For immediate release

PROPOSED MERGER BETWEEN GREENCORE GROUP PLC AND NORTHERN FOODS PLC

Further to the announcement by Greencore Group plc (the "Company") and Northern Foods plc on 17 November 2010 regarding the proposed merger between the Company and Northern Foods plc (the "Merger"), the Company announces that copies of:

(a)  the draft terms of Merger;

(b)  the Independent Expert's Report prepared by Ernst & Young Chartered Accountants in relation to the Merger; and

(c)  the Greencore Group Directors' Report in relation to the Merger,

are now available on the Company's website at www.greencore.com.

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 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.

 

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