Offer for Golden Vale
Kerry Group PLC
25 June 2001
Not for release, publication or distribution in whole or in part in or into
the United States, Canada, Australia or Japan
RECOMMENDED OFFER FOR GOLDEN VALE PLC ('GOLDEN VALE')
BY DAVY CORPORATE FINANCE ON BEHALF OF KERRY GROUP PLC ('KERRY')
The Boards of Kerry and Golden Vale announce the terms of a recommended offer
to be made by Davy Corporate Finance on behalf of Kerry, to acquire the entire
issued and to be issued ordinary share capital of Golden Vale (the 'Offer').
* The Offer will be one new Kerry Share for every ten Golden Vale Shares
together with a cash supplement of 13 cents per Golden Vale share. There
will be a full cash alternative of Euro1.50 per Golden Vale Share.
* In the event of the Offer becoming unconditional in all respects, a
Special Dividend of 3 cents gross per Golden Vale share will be paid to
Golden Vale shareholders.
* Golden Vale shareholders will be entitled to receive the Golden Vale
Interim Dividend for the year ending 31 December, 2001 which will be 1.26
cents per share.
* Based on the price of Euro13.70 per Kerry Share at the close of business
in Dublin on 11 June, 2001, the last business day prior to the initial
announcements in relation to the proposed offer, the Offer values each
Golden Vale Share at Euro1.50, and thus the entire issued ordinary share
capital of Golden Vale at approximately Euro238.7 million. This represents
a premium of approximately 40 per cent. to the closing dealt price in the
Daily Official List of the Irish Stock Exchange of Euro1.07 per Ordinary
Share on 11 June, 2001 (being the last business day prior to the initial
announcements in relation to the proposed offer) and a premium of
approximately 50 per cent. over the closing mid-market price of Euro1.00
on 11 May, 2001, being one month prior to the initial announcements.
* The directors of Golden Vale, who have been so advised by Close
Brothers, financial adviser to Golden Vale, consider the terms of the
Offer, taking account of the Interim Dividend and the Special Dividend, to
be fair and reasonable. In providing advice to the directors of Golden
Vale, Close Brothers has taken account of the directors' commercial
assessments. The directors will recommend to Golden Vale Shareholders to
accept the Offer.
* In view of the size of the transaction, the Proposed Acquisition
requires the approval of Kerry's Shareholders in accordance with the
requirements of the Listing Rules. An extraordinary general meeting of
Kerry's shareholders will be convened for the purpose of seeking the
necessary approval.
Commenting on the Offer, Denis Brosnan, Managing Director of Kerry said:
'Combining Kerry and Golden Vale businesses represents a logical development
and opportunity in the interest of all stakeholders in both companies. The
transaction considerably strengthens Kerry's consumer foods business and
provides strong synergies in terms of foodservice offerings, food distribution
services, dairy processing and agri-services'.
'As a leader in global food ingredients markets and in particular since the
major expansion of the Group's food ingredients and foodservice operations in
Europe following the acquisition of Dalgety in 1998, Kerry has established a
strong platform for further growth in added value dairy ingredients markets.'
Mr. Brosnan added that the complementary nature of Kerry and Golden Vale
consumer foods portfolios and geographies uniquely positions the combined
businesses in fast growing sectors of European consumer foods markets.
'Capitalising on the strengths and synergies of the combined businesses will
yield major benefits to all stakeholders involved in this transaction and will
provide more opportunity for employees and management throughout the Group's
expanded operations'.
Commenting on the offer, Jim Murphy, Group Managing Director of Golden Vale
said:
'This Offer, together with the dividends payable, is fair and reasonable and
offers good value to our shareholders. Over recent years we have made great
progress in developing Golden Vale, both in terms of product range and
profitability. I believe that joining Kerry Group will enable Golden Vale to
continue to develop as part of a larger growth focused organisation.'
This summary should be read in conjunction with the full text of the
announcement which is attached.
Enquiries
Kerry Group plc Telephone: 00 353 (066) 718 2000
Frank Hayes
Davy Corporate Finance
(Financial Adviser to Kerry) Telephone: 00 353 (01) 679 6363
Ivan Murphy
Close Brothers
(Financial Adviser to Golden Vale)
David Bezem Telephone 00 44 207 655 3134
Murray Consultants Telephone: 00 353 (01) 632 6400
Jim Milton/Geraldine Kearney
Davy Corporate Finance, which is regulated in Ireland by the Central Bank of
Ireland, is acting exclusively for Kerry and no one else in connection with
the Offer and will not be responsible to anyone other than Kerry for providing
the protections afforded to customers of Davy Corporate Finance or for
providing advice in relation to the Offer.
Close Brothers Corporate Finance Limited, which is regulated in the United
Kingdom by the Securities and Futures Authority Limited, is acting exclusively
for Golden Vale and no one else in connection with the Offer and will not be
responsible to anyone other than Golden Vale for providing the protections
afforded to its customers or for providing advice in relation to the Offer.
RECOMMENDED OFFER FOR GOLDEN VALE PLC ('GOLDEN VALE')
BY DAVY CORPORATE FINANCE ON BEHALF OF KERRY GROUP PLC ('KERRY')
1. Introduction
The Boards of Kerry and Golden Vale jointly announce that they have agreed the
terms of a recommended offer to be made by Davy Corporate Finance on behalf of
Kerry, to acquire the entire issued and to be issued ordinary share capital of
Golden Vale.
Kerry also announces that the document containing the formal Offer and the
Form of Acceptance to Golden Vale Shareholders will be despatched as soon as
practicable.
2. Recommendation
The directors of Golden Vale, who have been so advised by Close Brothers,
financial adviser to Golden Vale, consider the terms of the Offer, taking
account of the Interim Dividend and the Special Dividend, to be fair and
reasonable. In providing advice to the directors of Golden Vale, Close
Brothers has taken account of the directors' commercial assessments. The
directors will recommend to Golden Vale Shareholders to accept the Offer.
3. The Offer
The Offer, which will be subject to the conditions and further terms set out
below and in Appendix I and to be set out in the Offer Document and the Form
of Acceptance, will be made on the following basis:
For every ten Golden Vale Shares One new Kerry Share plus a
cash supplement of 13 cents
and so in proportion for any other number of Golden Vale Shares.
Fractions of new Kerry Shares will not be allotted or issued to accepting
Golden Vale shareholders. Fractional entitlements to new Kerry Shares will be
aggregated and sold in the market and the net proceeds of sale distributed pro
rata to the Golden Vale shareholders entitled to them except that individual
entitlements to amounts of less than Euro3.80 will not be paid to Golden Vale
shareholders but will be retained for the benefit of the Enlarged Group.
Application will be made to the Irish Stock Exchange and the UKLA for the new
Kerry Shares to be admitted to the Official Lists in Dublin and London. Full
acceptance of the Offer would involve the issue of approximately 9.2 per cent
of the issued ordinary share capital of Kerry following implementation of the
Offer.
Based on the price of Euro13.70 per Kerry Share at the close of business in
Dublin on 11 June, 2001, the last business day prior to the initial
announcements in relation to the proposed offer, the Offer values each Golden
Vale Share at Euro1.50 and the whole of the existing issued share capital of
Golden Vale at approximately Euro238.7 million. The Offer value of
approximately Euro1.50 represents a premium of approximately 40 per cent. over
the price of Euro1.07 per Golden Vale Share at the close of business on 11
June, 2001, the last business day before the initial announcements, and a
premium of approximately 50 per cent. over the closing mid-market price of
Euro1.00 on 11 May, 2001 (being the date one month prior to the initial
announcements).
The Golden Vale Shares will be acquired under the Offer fully paid and free
from all liens, charges, equities, encumbrances, rights of pre-emption and
other third party rights and other interests of any kind whatsoever and
together with all rights attaching thereto on the date hereof including,
without limitation, the right to receive and retain all dividends and other
distributions, announced, declared, made or paid hereafter, other than the
Interim Dividend in respect of the Golden Vale Shares for the year ending 31
December, 2001 and the Special Dividend.
The new Kerry Shares to be issued pursuant to the Offer will be issued
credited as fully paid and will rank pari passu in all respects with the
existing Kerry Shares including the right to all dividends and other
distributions declared, made or paid hereafter.
The Offer will be subject to the terms and conditions set out or referred to
in this announcement, the Offer Document and the Form of Acceptance.
Golden Vale Shareholders will also be entitled to receive the Interim Dividend
per Ordinary Share in respect of the year ending 31 December, 2001 which will
be 1.26 cents per Ordinary Share. In the event of the Offer becoming
unconditional in all respects, a further Special Dividend of 3 cents gross per
Golden Vale share will be paid to Golden Vale shareholders.
4. The Cash Alternative
Golden Vale shareholders who validly accept the Offer may elect to receive
cash instead of all of the new Kerry Shares and the cash supplement to which
they would otherwise have become entitled under the Offer.
A Golden Vale shareholder who validly accepts the Cash Alternative will
receive a cash consideration on the following basis (taking no account of
fractions):
For each Golden Vale Share Euro1.50 in cash
The cash consideration payable to Golden Vale shareholders electing for the
Cash Alternative represents a premium of approximately 40 per cent. to the
closing dealt price in the Daily Official List of the Irish Stock Exchange of
Euro1.07 per Ordinary Share on 11 June, 2001 (being the last business day
prior to the initial announcements in relation to the possible offer) and a
premium of approximately 50 per cent. over the closing mid-market price of
Euro1.00 on 11 May, 2001 (being the date one month prior to the initial
announcements).
The Cash Alternative will remain open until 3.00 p.m. on the first closing
date of the Offer. If, at that time, the Offer is not unconditional as to
acceptances and is extended beyond that time, the right is reserved to close
or to extend the Cash Alternative. If the Cash Alternative has closed for
acceptance, the right is also reserved to reintroduce a cash alternative as
long as the Offer is still then conditional as to acceptances. The Cash
Alternative will be conditional upon the Offer becoming or being declared
unconditional in all respects by 3.00 p.m. on the first closing date of the
Offer or, subject to the Irish Takeover Rules, such later date(s) and or time
(s) as Kerry may decide.
The Offer values the entire issued ordinary share capital of Golden Vale at
approximately Euro238.7 million. The Offer values the ordinary share capital
of Golden Vale fully diluted for the exercise of all outstanding options at
approximately Euro245.5 million. Golden Vale Shareholders will be entitled to
receive the Interim Dividend per Ordinary Share in respect of the year ending
31 December, 2001 which will be 1.26 cents per Ordinary Share.
In the event of the Offer becoming unconditional in all respects, a further
Special Dividend of 3 cents gross per Golden Vale share will be paid to Golden
Vale shareholders.
The Golden Vale Shares will be acquired under the Offer fully paid and free
from all liens, charges, equities, encumbrances, rights of pre-emption and
other third party rights and other interests of any kind whatsoever and
together with all rights attaching thereto on the date hereof including,
without limitation, the right to receive and retain all dividends and other
distributions, announced, declared, made or paid hereafter, other than the
Interim Dividend in respect of the Golden Vale Shares for the year ending 31
December, 2001 as described above and the Special Dividend.
5. Background to and reasons for the Offer
Since the mid 1980's, both Kerry and Golden Vale have been building businesses
and diversifying outside their traditional dairy industry base. Kerry has
built a global food ingredients business and has established a highly
successful consumer foods business with leading branded positions and
nationwide distribution networks in the Irish and UK markets. Golden Vale's
consumer foods business now accounts for more than half its total sales.
Kerry's leadership position in selected chilled consumer food categories will
be further enhanced through this transaction and the dairy and agribusiness
activities also provide opportunity for significant cost savings through
streamlining of the product mix, restructuring of milk assembly and synergies
in feed milling and agri-trading.
The Board of Kerry believes that this transaction will benefit shareholders of
Golden Vale and Kerry through the significant synergies which can be achieved
by combining both businesses.
6. Information on Kerry
Kerry Group is a leader in global food ingredients markets and a leading
consumer foods processing and marketing organisation in selected European
markets. Established as a public company in 1986, the Group has achieved
sustained profitable growth and pursued a strategic global expansion programme
which has led to the establishment of manufacturing, technical and marketing
facilities in Ireland, the UK, France, Italy, Germany, the Netherlands,
Poland, Hungary, the USA, Canada, Mexico, Brazil, Australia, New Zealand and
Malaysia.
The Group is focused on continuing to expand its presence in global food
ingredients markets and on the further development of its consumer foods
businesses in Europe.
Through its European, American and Asia Pacific subsidiaries Kerry produces
and markets a range of specialty food ingredients, seasonings, coating
systems, sweet ingredients, dairy ingredients, fruit preparations, bakery
ingredients, flavours and nutritional products. In Europe the Group also
manufactures a diverse range of added value consumer food products spanning
the dairy, specialist poultry, savoury and convenience product sectors.
In the year to 31 December, 2001 Kerry reported a profit before taxation and
exceptional items of Euro172.7 million (an increase of 15.8 per cent. over
1999) and earnings per share before goodwill amortisation and exceptional
items of 85.6 cents (an increase of 16.3 per cent. over 1999). Turnover from
continuing activities in the period amounted to Euro2.6 billion (an increase
of 6.7 per cent. over 1999). The balance sheet at 31 December, 2000 showed net
assets of Euro505 million (1999: Euro327 million).
7. Information on Golden Vale
Golden Vale is a public company, whose shares have been admitted to listing on
the Official Lists of the Irish Stock Exchange and the UK Listing Authority
and admitted to trading on the London Stock Exchange. The principal business
activities of Golden Vale are the production and sale of processed and natural
cheeses, dairy spreads, prepared meals, snacks, fresh milk, niche drinks,
butter and milk powders.
In the year to 31 December, 2000, Golden Vale reported a profit before tax of
Euro31.6 million (1999: Euro32.3million) on turnover of Euro759 million (1999:
Euro770 million). Net Assets at 31 December, 2000 were Euro128 million (1999:
Euro113.2 million).
8. Kerry's intentions in relation to Golden Vale
Kerry is fully committed to the growth and further development of the business
of Golden Vale.
9. Management and employees
Kerry has acknowledged that the European Communities (Safeguarding of
Employees Rights on Transfer of Undertakings) Directive Regulation 1980 will
apply and that the employment rights of the employees of Golden Vale,
including pension rights, will be fully safeguarded.
All of the directors of Golden Vale have agreed that they will, following the
Offer becoming or being declared unconditional in all respects, resign from
the Board of Golden Vale.
10. Golden Vale Share Option Schemes
The Offer (including the Cash Alternative) extends to any Ordinary Shares
which are unconditionally allotted or issued pursuant to the exercise on or
prior to the date on which the Offer closes (or such earlier date as Kerry
may, subject to the Irish Takeover Rules, decide) of options granted under the
Golden Vale Share Option Schemes.
Kerry intends to make appropriate proposals in due course to holders of the
options under the Golden Vale Share Option Schemes who do not exercise such
options prior to the Offer becoming unconditional.
11. Kerry Shareholder Approval
In view of the size of the transaction, the Proposed Acquisition requires the
approval of Kerry Shareholders in accordance with the requirements of the
Listing Rules. Kerry will despatch as soon as practicable a Circular to its
shareholders convening an EGM for the purpose of considering and voting on
resolutions to approve the Proposed Acquisition. The Circular will include the
unanimous recommendation of the Directors of Kerry to vote in favour of the
resolutions in connection with the Proposed Acquisition as they intend to do
so in respect of their own beneficial holdings.
12. General
a. The availability of the Offer to persons not resident in Ireland or the UK
may be affected by the laws of the relevant jurisdiction. Any persons who
are subject to the laws of any jurisdiction other than Ireland or the UK
should inform themselves about and observe any applicable requirements.
b. The formal Offer Document setting out the details of the Offer will be
posted to Golden Vale Shareholders as soon as practicable.
c. If the Offer becomes, or is declared unconditional in all respects and
sufficient acceptances are received, Kerry intends to apply the provisions
of Section 204 of the Companies Act, 1963 to acquire compulsorily any
outstanding Golden Vale Shares not acquired or agreed to be acquired
pursuant to the Offer or otherwise.
d. It is Kerry's intention that, following the Offer becoming or being
declared unconditional in all respects and subject to applicable
requirements of the Irish Stock Exchange and the UK Listing Authority,
Golden Vale will apply to the Irish Stock Exchange and the UK Listing
Authority for the Ordinary Shares to be delisted and to the London Stock
Exchange for trading in the Ordinary Shares to be cancelled and that
Golden Vale will be re-registered as a private limited company.
e. Davy Corporate Finance Limited, which is regulated in Ireland by the
Central Bank of Ireland, is acting exclusively for Kerry and no one else
in connection with the Offer and will not be responsible to anyone other
than Kerry for providing the protections afforded to customers of Davy
Corporate Finance or for providing advice in relation to the Offer.
f. Close Brothers Corporate Finance Limited, which is regulated in the United
Kingdom by the Securities and Futures Authority Limited, is acting
exclusively for Golden Vale and no one else in connection with the Offer
and will not be responsible to anyone other than Golden Vale for providing
the protections afforded to its customers or for providing advice in
relation to the Offer.
g. The Conditions of the Offer are set out in Appendix I; the sources and
bases of the information set out in this announcement are set out in
Appendix II and the definitions of certain expressions used in this
announcement are contained in Appendix III.
h. This announcement does not constitute an offer or an invitation to purchase
any securities or an offer to sell any securities.
13. Responsibility
(a) The directors of Kerry accept responsibility for the
information contained in this announcement other than that relating to
the Golden Vale Group, the directors of Golden Vale and their
immediate families and all related trusts.
(b) The directors of Golden Vale accept responsibility for the
information contained in this announcement relating to Golden Vale,
themselves and their immediate families and all related trusts.
To the best of the knowledge and belief of the directors of Kerry and the
directors of Golden Vale, (who have taken all reasonable care to ensure that
such is the case), the information contained in this announcement, for which
they are respectively responsible, is in accordance with the facts and does
not omit anything likely to affect the import of such information.
Appendix I
Conditions of the Offer
The Offer, which will be made by Davy Corporate Finance on behalf of Kerry,
will comply with the Rules and Regulations of the Stock Exchanges and of the
UK Listing Authority and the Irish Takeover Rules, is governed by Irish law
and is subject to the non - exclusive jurisdiction of the courts of Ireland
and to the terms and conditions set out below and as set out in the Offer
Document and Form of Acceptance.
1. The Offer will be subject to the following conditions:
a. valid acceptances being received (and not, where permitted, withdrawn) by,
at the latest 3.00 p.m. on the first closing date of the offer (or such
later time(s) and/or date(s) as Kerry may, subject to the Irish Takeover
Rules, decide), in respect of not less than 80 per cent. in nominal value
(or such lesser percentage as Kerry may decide) of the Ordinary Shares
provided that this condition shall not be satisfied unless Kerry shall
have acquired or agreed to acquire, pursuant to the Offer or otherwise,
Ordinary Shares carrying in aggregate more than 50 per cent. of the voting
rights normally exercisable at general meetings of Golden Vale, including
for this purpose any voting rights attaching to any Ordinary Shares that
are unconditionally allotted or issued pursuant to the exercise of any
outstanding subscription or conversion rights or otherwise before the
Offer becomes or is declared unconditional as to acceptances. For the
purposes of this condition Ordinary Shares which have been unconditionally
allotted shall be deemed to carry the voting rights which they will carry
upon their being entered in the register of members of Golden Vale;
b. the passing at an extraordinary general meeting of Kerry, or at any
adjournment thereof of such resolutions as may be necessary to approve the
acquisition by Kerry of Golden Vale;
c. the Minister for Enterprise, Trade and Employment having stated in writing,
pursuant to section 7(a) of the Irish Mergers Takeovers and Monopolies
(Control) Act, 1978 as amended ('the Mergers Act') that she does not
intend to make an order under section 9 of that Act in relation to the
Offer or in the event of the said Minister making an order under section 9
prohibiting the Offer except on conditions specified in the said order,
Kerry in its absolute discretion having decided to accept such conditions
or, in the event of no order under that section being made, the relevant
period within the meaning of section 6 of the Mergers Act having elapsed;
or/and
d. such other regulatory and legislative approvals and authorisations in the
nature of anti-trust or otherwise as are appropriate in the circumstances
having been obtained on conditions which are acceptable to Kerry;
(e) no central bank, government or governmental,
quasi-governmental, supranational, statutory or regulatory or
investigative body or trade agency, professional body, association,
institution or environmental body or any court or other body or person
in any jurisdiction having instituted, implemented, threatened or
decided to take, institute, implement or threaten any action,
proceeding, suit, investigation or enquiry, or having enacted, made or
proposed to enact or make any statute, regulation, order or decision
that would or might:
(i) make the Offer or its implementation or the acquisition or
proposed acquisition of any Ordinary Shares or the acquisition of
control of Golden Vale by Kerry or any member of the Kerry Group
void, unenforceable or illegal, or directly or indirectly
materially restrict, prohibit, delay or otherwise adversely and
materially interfere with the implementation of, or impose
additional material adverse conditions or obligations with respect
to, or otherwise challenge or hinder the Offer or the acquisition
of any Ordinary Shares or the acquisition of control of Golden
Vale and/or any member of the Golden Vale Group by Kerry or any
member of the Kerry Group;
(ii) require, prevent or materially delay the divestiture by
Kerry or any member of the Kerry Group of any shares or other
securities of Golden Vale;
(iii) require, prevent or materially delay the divestiture by
Kerry or any member of the Kerry Group or by any member of the
Golden Vale Group of all or any part of their respective
businesses, assets or properties or impose any limitation on the
ability of any of them to conduct their respective businesses or
to own any of their respective assets or properties which in any
case would be material in the context of the Kerry Group or, as
the case may be, the Golden Vale Group taken as a whole;
(iv) impose any material limitation on the ability of Kerry or
any member of the Kerry Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of
ownership of shares in Golden Vale or any member of the Golden
Vale Group or on the ability of Golden Vale or any member of the
Golden Vale Group or Kerry or any member of the Kerry Group to
hold or exercise effectively any rights of ownership of shares or
convertible loan stock in any member of the Golden Vale Group held
or owned by it,
(v) require any member of the Kerry Group or any member of the
Golden Vale Group to offer to acquire any shares in any member of
the Golden Vale Group owned by any third party, such acquisition
being material in the context of the Golden Vale Group taken as a
whole;
(vi) impose any limitation on the ability of any member of the
Kerry Group or the Golden Vale Group to co-ordinate its business,
or any part of it, with the businesses of any other members of the
Golden Vale Group or the Kerry Group (in each case, as is material
in the context of the Golden Vale Group or the Kerry Group, as the
case may be, taken as a whole);
(vii) result in any member of the Kerry Group or the Golden
Vale Group ceasing to be able to carry on business under any name
or in any jurisdiction under or in which it presently does so (the
consequences of which would be material in the context of the
Kerry Group or the Golden Vale Group, as the case may be, taken as
a whole); or
(viii) otherwise affect the business of any member of the
Kerry Group or of any member of the Golden Vale Group in a manner
which is adverse to and material in the context of the Kerry Group
or, as the case may be, the Golden Vale Group taken as a whole;
and all applicable waiting and other time periods during which any
such central bank, government or governmental, quasi-governmental,
supranational, statutory or regulatory or investigative body or trade
agency, professional body, association, institution or environmental
body or any court or other body or person in any jurisdiction could,
in respect of the Offer, institute, implement, threaten or decide to
take any such action, proceeding, suit, investigation or enquiry
having expired, lapsed or been terminated, where any failure of such a
waiting period to expire, lapse or terminate would be material in the
context of the Kerry Group or, as the case may be, the Golden Vale
Group taken as a whole;
(f) all authorisations, orders, grants, recognitions,
confirmations, consents, clearances, licences, permissions, exemptions
and approvals necessary or appropriate for or in respect of the Offer
or the proposed acquisition of any Ordinary Shares in, or control of,
Golden Vale by Kerry being obtained on terms and in a form reasonably
satisfactory to Kerry from appropriate central banks, governments,
governmental, quasi-governmental, supranational, statutory or
regulatory bodies, trade agencies, professional bodies, associations,
institutions, environmental bodies and courts and such authorisations,
orders, grants, recognitions, confirmations, consents, clearances,
licences, permissions, exemptions and approvals remaining in full
force and effect at the time at which the Offer becomes otherwise
unconditional and no intimation having been received of any intention
to revoke, suspend, restrict, modify or not renew any of the same
(except on terms reasonably satisfactory to Kerry) under the laws or
regulations of any jurisdiction and all necessary filings having been
made and all appropriate waiting periods under any applicable
legislation or in any jurisdiction having expired or been terminated,
and all necessary statutory regulatory obligations in any jurisdiction
having been complied with where any failure to make such a filing or
of such a waiting period to expire or be terminated or of such an
obligation to be complied with would be material in the context of the
Kerry Group or, as the case may be, the Golden Vale Group taken as a
whole;
(g) save as disclosed by the Golden Vale Group to Kerry on or
prior to 25 June, 2001 there being no provision of any material
agreement, arrangement, licence or other instrument to which any
member of the Golden Vale Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject which,
as a result of the making or implementation of the Offer or the
acquisition by Kerry of Ordinary Shares in, or control of, Golden Vale
including a change in the control or management of Golden Vale, will
or could reasonably be expected to or might reasonably be expected to
result in (to an extent in each case which is material in the context
of the Golden Vale Group taken as a whole):
(i) the rights, liabilities, obligations or interests of any
member of the Golden Vale Group under any such agreement,
arrangement, licence or other instrument being terminated or
modified or any onerous obligations or liability arising or any
adverse action being taken or arising thereunder;
(ii) the interest or business of any such member in or with
any other person, firm or company (or any arrangements relating to
such interest or business) being terminated or adversely affected;
(iii) any such member ceasing to be able to carry on business
under any name which it uses at present;
(iv) any material asset or interest of any such member being
or failing to be disposed of otherwise than in the ordinary course
of business;
(v) the creating of any mortgage, charge or other security
over the whole of the Golden Vale Group or any material part of
the business, property or assets of any member of the Golden Vale
Group; or
(vi) the financial or trading position or prospects of any
such undertaking being prejudiced or adversely affected.
(h) no member of the Golden Vale Group having since 31 December,
2000 or save as announced on or prior to 25 June, 2001 on the Stock
Exchanges such information being 'publicly announced':-
(i) save as between Golden Vale and wholly-owned subsidiaries
of Golden Vale or between any of those subsidiaries and save for
any issue of Options pursuant to the Golden Vale Share Option
Schemes or upon the exercise of rights to subscribe for Ordinary
Shares pursuant to the exercise of Options granted under the
Golden Vale Share Option Schemes, issued or agreed to issue or
authorised or proposed the issue of additional shares of any
class, or securities convertible or exchangeable into or rights,
warrants or options to subscribe for or acquire, any such shares
or convertible or exchangeable securities or redeemed, purchased
or reduced any part of its share capital;
(ii) recommended, declared, paid or made or proposed to
recommend, declare, pay or make any bonus, dividend or other
distribution other than to Golden Vale or a wholly-owned
subsidiary of Golden Vale other than the final dividend for the
year ended 31 December, 2000 and the Interim Dividend and the
Special Dividend;
(iii) to any extent which is material and save for
transactions between Golden Vale and wholly-owned subsidiaries of
Golden Vale or between any of those subsidiaries, made,
authorised, proposed or announced an intention to propose any
merger or demerger or acquisition or disposal of assets including
shares and trade investments (other than in the ordinary course of
business);
(iv) save for transactions between Golden Vale and
wholly-owned subsidiaries of Golden Vale or between any of those
subsidiaries, issued, authorised or proposed or announced an
intention to authorise or propose the issue of any debentures or
(save in the ordinary course of business) incurred or increased
any indebtedness or contingent liability;
(v) entered into or varied, or announced an intention to enter
into or vary, any agreement, contract or commitment (whether in
respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which involves or
could involve an obligation of such nature or magnitude which, in
each case, is material;
(vi) otherwise than in the ordinary course of business,
acquired or disposed of or transferred, mortgaged or encumbered
any material assets or any right, title or interest in any such
asset;
(vii) entered into, varied, authorised or proposed or
announced its intention to enter into or vary any material
contract, transaction, reconstruction, amalgamation or arrangement
other than in the ordinary course of business;
(viii) entered into or varied in any material respects, or
authorised or proposed or announced its intention to enter into or
vary the terms of any contract or agreement other than in the
ordinary course of business with any of the directors or senior
employees of any member of the Golden Vale Group;
(ix) authorised or proposed or announced its intention to
authorise or propose any change in its share or loan capital, save
as disclosed to Kerry;
(x) proposed any voluntary winding up, save as disclosed to
Kerry;
(xi) waived or compromised any claim which is material in the
context of Golden Vale other than in the ordinary course of
business;
(xii) being unable, or admitting in writing that it is unable,
to pay its debts or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of any
business or material part of any business;
(xiii) having taken any corporate action or had any legal
proceedings instituted or threatened against it in respect of its
winding up, dissolution or re-organisation or for the appointment
of a receiver, examiner, administrator, administrative receiver,
trustee or similar officer to it or over all or any of its
material assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction
which in any such case is material in the context of the Golden
Vale Group taken as a whole; or
(xiv) entered into any agreement or arrangement or passed any
resolution with respect to or announced any intention to, or to
propose to, effect any, of the transactions, matters or events
referred to in this condition and for the purposes of this
paragraph (f) the term 'material' shall mean material in the
context of the Golden Vale Group taken as a whole;
(i) since 31 December, 2000, and save as announced on or prior to
25 June, 2001 on the Stock Exchanges or disclosed to Kerry on or prior
to that date:-
(i) no adverse change in the business, financial or trading
position or profits or assets or prospects of any member of the
Golden Vale Group having occurred which is material in the context
of the Golden Vale Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been instituted or threatened by,
against or in respect of any member of the Golden Vale Group or
remaining outstanding against any member of the Golden Vale Group
(whether as plaintiff or defendant or otherwise) which, in any
case, might adversely affect any member of the Golden Vale Group
to an extent which is material in the context of the Golden Vale
Group taken as a whole; or
(iii) no contingent or other liability having arisen or become
actual, in any case, would be likely materially adversely to
affect any undertaking within the Golden Vale Group to an extent
which is material in the context of the Golden Vale Group taken as
a whole.
(j) Kerry not having discovered that:-
(a) the financial or business information concerning Golden
Vale or the Golden Vale Group or any member thereof disclosed at
any time by any member of the Golden Vale Group whether publicly
or otherwise is misleading or either contains a misrepresentation
of fact or omits to state a material fact necessary to make the
information contained therein not materially misleading in the
context of the Offer; or
(b) any partnership, company or body corporate in which any
member of the Golden Vale Group has an interest and which is not a
subsidiary of Golden Vale is subject to any liability, contingent
or otherwise, which is not disclosed in the annual report and
accounts of Golden Vale for the year ended 31 December, 2000 or
otherwise publicly announced on or prior to 25 June, 2001 on the
Stock Exchanges, and which is material in the context of the
Golden Vale Group taken as a whole; or
c. the Board or any committee of the Board of Golden Vale has on or after 25
June, 2001 granted to any holder of options any form of payment or
compensation, including but not limited to compensation by way of options
over shares in any company, cash or any other assets or rights, in
consideration of the waiver or release of any options or otherwise in
connection with such options; or
d. save as announced on the Stock Exchanges or disclosed to Kerry on or prior
to 25 June, 2001 any past member of the Golden Vale Group has not complied
with all permits and applicable law of any jurisdiction relating to the
protection of the environment or harm to human health which non compliance
gives rise to a liability (whether actual or contingent) on the part of
any member of the Golden Vale Group which is material in the context of
the Golden Vale Group as a whole; or;
e. Save as announced or disclosed as aforesaid there has been a disposal,
spillage, leak, emission or discharge of waste or hazardous substance or
any substance which impairs the environment or harm human health on or
from any land or other asset now or previously owned, occupied or made use
of by any past or present member of the Golden Vale Group which gives rise
to any liability (whether actual or contingent and including any
obligation to repair or clean up property) on the part of any member of
the Golden Vale Group which is material in the context of the Golden Vale
Group as a whole; or
f. Save as announced or disclosed as aforesaid circumstances exist (whether as
a result of the making of the Offer or otherwise):
i. which would be likely to lead to any third party instituting; or
ii. whereby any member of the Golden Vale Group would be likely to be
required to institute,
an environmental audit or take any other steps which would in any
such case be likely to result in any actual or contingent
liability to improve or install new plant or equipment or make
good, repair, re-instate or clean up any land or other asset now
or previously owned, occupied or made use of by any member of the
Golden Vale Group the liability for which is or may be material;
or
(g) Save as announced or disclosed as aforesaid circumstances
exist whereby a person or class of persons has made any claim or
claims in writing in respect of any product or process of
manufacture or materials used therein now or previously
manufactured, sold or carried out by any past or present member of
the Golden Vale Group which claim or claims would be likely
materially and adversely to affect the Golden Vale Group taken as
a whole.
Kerry reserves the right to waive, in whole or in part, all or any of
the above conditions except for conditions 1(a) to 1(d) inclusive.
Conditions 1(e) to 1(g) inclusive must be satisfied as at, or waived
(where possible) on or before, the 21st day after the later of the
first closing date and the date on which condition 1(a) is fulfilled
(or such later date as the Irish Takeover Panel may agree). Kerry
shall be under no obligation to waive or treat as fulfilled any of
conditions 1(e) to 1(g) inclusive by a date earlier than the date
specified above for the fulfilment thereof notwithstanding that the
other conditions of the Offer may at such earlier date have been
fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of
fulfilment.
If Kerry is required by the Irish Takeover Panel to make an offer for
the Ordinary Shares under the provisions of Rule 9 of the Irish
Takeover Rules, Kerry may make such alterations to the above
conditions as are necessary to comply with such provisions.
Except with the consent of the Irish Takeover Panel, the Offer will
lapse if the Commission of the European Communities either initiates
proceedings under Article 6(1) (c) of the Merger Regulation or makes a
referral to a competent authority of Ireland or the United Kingdom or
of any other Member State of the European Union under Article 9(1)
thereof before the first closing date or the date on which the Offer
becomes or is declared unconditional as to acceptances, whichever is
the later, and if the Offer so lapses, the Offer will cease to be
capable of further acceptance and accepting Shareholders and Kerry
will cease to be bound by Forms of Acceptance submitted before the
time when the Offer lapses.
The Offer is not being made, directly or indirectly, in or into and
may not be accepted in or from the United States, Canada, Australia or
Japan or by the use of mail in whatever form or by any means of
instrumentality of interstate or foreign commerce, or any facility of
a national securities exchange of the United States, Canada, Australia
or Japan, subject to certain exceptions. Accordingly, this
announcement and any related offering documents are not being, and
must not be, mailed or otherwise distributed or sent in, into or from
the United States, Canada, Australia or Japan and all persons
receiving this announcement (including nominees, trustees and
custodians) must not mail or otherwise forward, distribute or send it
into or from the United States, Canada, Australia or Japan.
Notwithstanding the foregoing restrictions, Kerry will retain the
right to permit the Offer to be accepted, if in its sole discretion,
it is satisfied that the transaction in question is exempt from or not
subject to the legislation or regulation giving rise to the
restrictions in question.
Appendix II
Sources and Bases of Information
(A) Unless otherwise stated, information concerning Golden Vale
has been extracted from the 2000 Annual Report and Accounts of Golden
Vale.
(B) The value of the existing ordinary share capital of Golden
Vale under the Offer is based upon 159,112,602 Ordinary Shares in
issue on 12 June, 2001.
(C) The value of the ordinary share capital of Golden Vale fully
diluted for the exercise of all outstanding options is based upon
159,112,602 Ordinary Shares in issue on 12 June, 2001 together with
4,577,952 Ordinary Shares which would be issued upon the exercise of
the options granted under the Golden Vale Share Option Schemes and
which number has been disclosed by Golden Vale.
Appendix III
Definitions
The following definitions apply throughout this document, unless the context
requires otherwise:
'Acquisition' or 'Proposed
Acquisition'
The proposed acquisition by Kerry of
the entire issued and to be issued
share capital of Golden Vale.
'Cash Alternative'
The alternative to be made available under the Offer whereby Golden Vale
shareholders validly accepting the Offer may elect to receive cash instead of
some or all of the new Kerry shares to which they would otherwise be entitled
under the Offer.
'Board'
As the context requires, the board of directors of Kerry or the board of
directors of Golden Vale and the terms 'Board of Kerry' and 'Board of Golden
Vale' shall be construed accordingly.
'Canada'
Canada, its provinces and territories.
'Circular'
The document comprising a circular to
Shareholders of Kerry.
'Close Brothers'
Close Brothers Corporate Finance
Limited.
'Competing Offer'
Includes an offer, scheme of arrangement, recapitalisation or other
transaction made by or on behalf of a person who is not an associate (as
defined in the Irish Takeover Rules) of, or otherwise connected with, Kerry
and which, if completed, would result in any person holding more than 50 per
cent. of the voting securities in Golden Vale.
'Davy Corporate Finance'
Davy Corporate Finance Limited, a
subsidiary of J&E Davy which is
regulated by the Central Bank of
Ireland
'Directors'
The directors of Kerry.
'Enlarged Group'
Kerry and its subsidiaries following completion of the Acquisition.
'Form of Acceptance'
The form of acceptance, election and authority to be issued relating to the
Offer.
'Golden Vale'
Golden Vale plc.
'Golden Vale Group'
Golden Vale and its subsidiary undertakings (as such term is defined in the
European Communities (Companies: Group Accounts) Regulations 1992).
'Golden Vale Ordinary Shares' or 'Ordinary Shares' or 'Golden Vale Shares'
The issued fully paid ordinary shares of Euro0.0125 each in Golden Vale and
any such further shares which are unconditionally allotted and/or issued and
fully paid after the date hereof and before the date on which the Offer closes
(or such earlier date as Kerry may decide) pursuant to the exercise of options
under the Golden Vale Share Option Schemes or otherwise.
'Golden Vale Share Option Schemes'
The Golden Vale Share Option Schemes approved by Golden Vale in 1990 and 1997.
'Interim Dividend'
The Golden Vale interim dividend for the year ending 31 December, 2001 which
will be 1.26 cents per Golden Vale Share.
'Ireland'
The Republic of Ireland.
'Irish Panel'
The Irish Takeover Panel established under the Irish Takeover Panel Act, 1997.
'Irish Stock Exchange'
The Irish Stock Exchange Limited.
'Irish Takeover Rules'
The Irish Takeover Panel Act, 1997 (Takeover) Rules, 1997 and the Irish
Takeover Panel Act, 1997 (Substantial Acquisition) Rules, 1997 or any of them
as the context may require.
'Kerry' or 'Kerry Group'
Kerry Group plc.
'Kerry Shareholders'
Holders of Kerry ordinary shares.
'Listing Rules'
The listing rules of the Irish Stock Exchange and/or as appropriate the UK
Listing Authority for listing of securities.
'London Stock Exchange'
The London Stock Exchange plc.
'Offer Document'
The formal document which will be sent to holders of Golden Vale Shares
containing, inter alia, details of the Offer.
'Offer'
The proposed recommended offer to be made by Davy Corporate Finance, on behalf
of Kerry, on the terms and subject to the conditions set out in Appendix I of
this announcement and which will be set out in the Offer Document and Form of
Acceptance, to acquire the Golden Vale Ordinary Shares and any subsequent
revision, variation, extension or renewal thereof.
'Options'
Options held pursuant to the terms of the Share Option Scheme.
'Optionholders'
Holders of Options.
'Ordinary Shareholders' or 'Golden
Vale Shareholders'
Holders of Golden Vale Ordinary
Shares.
'Overseas Shareholders'
Holders of Golden Vale Shares resident in or nationals or citizens of,
jurisdictions outside the UK and Ireland or who are nominees, custodians,
trustees or guardians for citizens or nationals of such other jurisdictions.
'Special Dividend'
The dividend of 3 cents per Golden Vale Share that will become payable to
Golden Vale shareholders in the event that the Offer becomes or is declared
unconditional in all respects.
'Stock Exchanges'
The Irish Stock Exchange and the London Stock Exchange
'UK Listing Authority'
The Financial Services Authority acting in its capacity as the competent
authority for the purposes of Part IV of the United Kingdom Financial Services
Act 1986.
'United Kingdom' or 'UK'
The United Kingdom of Great Britain and Northern Ireland.
'United States' or 'US'
The United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and any other area
subject to its jurisdiction.
All amounts contained within this document referred to by 'Euro' and the word
'cents' refer to the Euro and parts thereof, the single currency unit referred
to in Council Regulations (EC) No. 974/98 of 3 May, 1998 on the introduction
of the Euro. All amounts contained within this document referred to by the
symbols 'IR£' and 'IRp' are in Irish pounds and pence.
Irish pounds have been translated to Euro at an exchange rate of Euro 1 =
IR0.787564, being the rate of exchange at which the Irish pound was
irrevocably fixed with effect from 1 January, 1999.
Any reference to any provision of any legislation shall include any amendment,
modification, re-enactment or extension thereof.
Unless otherwise stated all references to legislation refer to the laws of
Ireland.
Words importing the singular shall include the plural and vice versa and words
importing the masculine gender shall include the feminine or neutral gender.
25 June, 2001
END
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