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
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