NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY), IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
7 April 2011
For immediate release
Recommended Cash Offer by BH Acquisitions Limited ("Boparan")
Northern Foods plc ("Northern Foods")
Offer declared unconditional in all respects
On 21 January 2011, Boparan and Northern Foods announced that they had reached agreement on the terms of a recommended cash offer to be made by Boparan for the entire issued and to be issued ordinary share capital (excluding any treasury shares) of Northern Foods (not already owned by Boparan or any of its associates).
On 9 March 2011, Greencore Group plc announced that it does not intend to make a revised offer for Northern Foods.
On 23 March 2011, Boparan announced that the Offer had been declared unconditional as to acceptances.
Offer declared unconditional in all respects
On 6 April 2011, Boparan was informed by the Irish Competition Authority that it has determined under Section 21(2)(a) or Section 22(3)(a) of the Irish Competition Act that the Offer may be put into effect.
Accordingly, Boparan is pleased to announce that each of the conditions to the Offer, as set out in the Offer Document, have been satisfied or waived and the Offer is now declared unconditional in all respects.
The Offer will remain open for acceptances until further notice. At least 14 days' notice will be given by an announcement before the Offer is closed.
Cash consideration will be paid within 14 days of the date of this announcement to those accepting Northern Foods Shareholders whose valid acceptances have already been received. Payment of cash consideration in respect of valid acceptances received after the date of this announcement will be made within 14 days after receipt of such valid acceptance.
Northern Foods Shareholders who hold their Northern Foods Shares in certificated form (that is, not in CREST) and wish to accept the Offer, should do so, as soon as possible, by completing, signing and returning the Form of Acceptance in order to accept the Offer in accordance with the instructions set out in the Offer Document and on the Form of Acceptance.
Northern Foods Shareholders who hold their Northern Foods Shares in uncertificated form (that is, in CREST) and wish to accept the Offer, should do so electronically through CREST, as soon as possible, in accordance with the instructions set out in the Offer Document. If you hold Northern Foods Shares as a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear in relation to your Northern Foods Shares.
As Boparan owns or is in receipt of valid acceptances in respect of more than 75 per cent of the existing issued share capital of Northern Foods and the offer has been declared unconditional, the 20 Business Days' notice period for the cancellation of the admission to trading of Northern Foods on the London Stock Exchange's market for listed securities and the admission to listing of such securities on the UKLA's Official List has commenced. It is anticipated that cancellation of listing on the Official List and of admission to trading on the London Stock Exchange's market for listed securities will take effect on or around the 11 May 2011.
De-listing will significantly reduce the liquidity and marketability of any Northern Foods Shares not assented to the Offer at that time.
It is also intended that, following the cancellation of the listing of the Northern Foods Shares on the Official List and the cancellation of the admission to trading in Northern Foods Shares on the London Stock Exchange's market for listed securities, Northern Foods will be re-registered as a private limited company under section 97 of the Companies Act 2006 (the "Re-Registration").
It is anticipated that a shareholder circular in respect of the Re-Registration will be posted to Northern Foods Shareholders as soon as practicable following the date of this announcement.
As set out in paragraph 15 of Part II of the Offer Document, where Boparan receives valid acceptances under the Offer in respect of, or otherwise acquires, 90 per cent. or more of the Northern Foods Shares to which the Offer relates, Boparan intends to exercise its rights under the provisions of sections 974 to 991 (inclusive) of the Companies Act 2006 to acquire compulsorily any remaining Northern Foods Shares on the same terms as the Offer.
Unless expressly defined in this announcement, defined terms used in this announcement shall have the same meanings as set out in the Offer Document posted to Northern Foods Shareholders on 9 February 2011.
Rothschild Tel: +44 (0)20 7280 5000
Goldman Sachs Tel: +44 (0)20 7774 1000
Hudson Sandler Tel: +44 (0)20 7796 4133
This announcement is not intended to and does not constitute or form any part of, an offer to sell or the solicitation of an offer to subscribe for or purchase or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law. Any response in relation to the Offer should be made only on the basis of the information in the Offer Document and the accompanying Form of Acceptance (or any document by which the Offer is made) which will contain the full terms and conditions of the Offer.
Rothschild, which is authorised and regulated by the Financial Services Authority in the United Kingdom is acting exclusively for BH Acquisitions and Boparan Holdings and no one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than BH Acquisitions and Boparan Holdings for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer and other matters described in this announcement.
Goldman Sachs International, which is authorised and regulated by the Financial Services Authority in the United Kingdom is acting for BH Acquisitions and Boparan Holdings and no one else in connection with the Offer and other matters described in this announcement and will not be responsible to anyone other than BH Acquisitions and Boparan Holdings for providing the protections afforded to customers of Goldman Sachs International or for providing advice in relation to the Offer and other matters described in this announcement.
This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. The availability of the Offer to Northern Foods Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Offer Document.
The release, publication or distribution of this announcement in, into or from any jurisdiction other than the United Kingdom may be restricted by the law, and therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Any failure to comply with the applicable requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, all persons involved in the proposed Offer disclaim any responsibility or liability for the violation of such requirements by any person.
Notice to US investors
The Offer is for the securities of a corporation organised under the laws of England and Wales and is subject to the procedure and disclosure requirements of the United Kingdom, which are different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1(c) under the US Exchange Act and otherwise in accordance with the requirements of the City Code. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and laws.
To the extent permitted by applicable law, in accordance with, and to the extent permitted by, the City Code and normal United Kingdom market practice and Rule 14e-5 under the US Exchange Act, Boparan or its nominees or brokers (acting as agents) or their respective affiliates may from time to time make certain purchases of, or arrangements to purchase, Northern Foods ordinary shares, 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. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the City Code and the rules of the London Stock Exchange, and Rule 14e-5 under the US Exchange Act to the extent applicable. In addition, in accordance with, and to the extent permitted by, the City Code, normal UK market practice and Rule 14e-5 under the US Exchange Act, Rothschild and Goldman Sachs and their respective affiliates will continue to act as exempt principal traders in Northern Foods ordinary shares on the London Stock Exchange and engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, including Rule 14e-5 under the US Exchange Act. Any information about such purchases will be disclosed on a next day basis to the Panel and will be available from any Regulatory Information Service including the Regulatory News Service on the London Stock Exchange website, www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly disclosed in the United States.
Each United States shareholder of Northern Foods ordinary shares is urged to consult with his independent professional adviser regarding any acceptance of the Offer.
This announcement does not constitute an offer of securities for sale in the United States or an offer to acquire or exchange securities in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by use of the mails, any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than (i) in accordance with the tender offer requirements under the US Exchange Act or the securities laws of such other country, as the case may be, or (ii) pursuant to an available exemption from such requirements. Neither the SEC nor any United States state securities commission has approved or disapproved this Offer or passed upon the adequacy or completeness of this document or the Offer Document. Any representation to the contrary is a criminal offence.
It may be difficult for United States holders of Northern Foods securities to enforce their rights and any claim arising out of the United States federal securities laws, since Boparan and Northern Foods are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States. United States holders of Northern Foods securities may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the United States securities laws. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a United States court's judgment.