Result of Selecta Grp Meeting
Compass Group PLC
1 May 2001
RESULT OF SELECTA GROUP'S GENERAL SHAREHOLDERS' MEETING
Further conditions of Compass Group's public purchase offer for Selecta Group
fulfilled
At the ordinary general shareholders' meeting held yesterday in Zug,
Switzerland, the shareholders of Selecta Group ('Selecta') resolved (subject
to all conditions of the Offer (as defined below) being fulfilled or waived)
to: (i) remove the provisions of the articles of incorporation of the company
preventing shareholders from being registered with more than 5 per cent. of
the company's voting rights; and (ii) elect Mr. Michael J. Bailey and Mr.
Chris Bucknall to the board of directors of Selecta. Messers Bailey and
Bucknall will replace the resigning Dr. Albert Gnagi, Mr. Hartmut Ekloh, Mr.
Fritz Frohofer and Mr. Michael Pieper. Messers Bailey and Bucknall will join
Mr. Francis Mackay and Mr. This Schneider on the board of directors of
Selecta.
As such, two further conditions to which the public purchase offer by Compass
Group PLC ('Compass Group') for all publicly held outstanding registered
shares in Selecta Group, Zug, Switzerland (the 'Offer'), is subject (namely
conditions b) and c) as set out in section A.6 of the offer prospectus of 26
March 2001 (the 'Offer Prospectus')) have been fulfilled.
The Offer is open for acceptance until 9 May 2001, 4 p.m. Central European
Time (CET), being the day following the expiry of the time limit for the
European competition authority to announce its decision as to whether it will
clear the proposed combination. If such clearance is granted in accordance
with condition d) of the Offer (as set out in section A.6 of the Offer
Prospectus) the Offer shall become wholly unconditional and the
aforementioned resolutions shall become effective.
Schroder Salomon Smith Barney is acting as financial adviser to Compass
Group. UBS Warburg is acting as financial adviser to Compass Group in respect
of the Offer. Compass Group has also commissioned UBS AG for the technical
handling of the Offer.
For further information please contact:
Cathi Lawrence, Group Communication Director
Nick Lyon, Hudson Sandler
This announcement is issued by and is the responsibility of Compass Group the
contents having been approved solely for the purposes of section 57 of the
Financial Services Act 1986 by Salomon Brothers International Limited
(trading as Schroder Salomon Smith Barney).
The Offer is not being made directly or indirectly in or by the use of the
mails of, or by any means or instrumentality of interstate or foreign
commerce of, or any facilities of a national exchange of the United States of
America, or in any country or jurisdiction where such Offer would be
considered unlawful or in which it would otherwise breach any applicable law
or regulation or which would require Compass Group to amend any term or
condition of the Offer in any way or which would require Compass Group to
make any additional filing with, or take any additional action with regards
to, any governmental, regulatory or legal authority. Offering materials
relating to the Offer may not be distributed in nor sent to such country or
jurisdiction and may not be used for the purposes of soliciting the purchases
of any securities of Selecta from anyone in such country or jurisdiction.
Salomon Brothers International Limited (trading as Schroder Salomon Smith
Barney) is regulated in the United Kingdom by the Securities and Futures
Authority Limited. Salomon Smith Barney is a service mark of Salomon Smith
Barney Inc. Schroders is a trademark of Schroders Holdings PLC and is used
under licence.
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