Selecta Group Acceptances
Compass Group PLC
25 April 2001
25 April 2001
COMPASS GROUP PLC HOLDS OR HAS RECEIVED VALID ACCEPTANCES IN RESPECT OF 92.8%
OF SELECTA GROUP SHARES
Offer period extended until clearance from the European competition authority
On 26 March 2001, Compass Group PLC ('Compass Group') published a public
purchase offer (the 'Offer') for all publicly held outstanding registered
shares in Selecta Group ('Selecta'). Compass Group offered 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.
Compass Group announced yesterday an extension of the Offer period 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.
By expiry of the initial Offer period on 24 April 2001, Compass Group had
received valid acceptances with regard to 1,487,154 Selecta shares
representing 89.3 per cent. of the shares to which the Offer extends. Taking
into account the 832,000 Selecta shares which Compass Group held prior to the
publication of the Offer, Compass Group now holds, or has received valid
acceptances in respect of, Selecta shares representing approximately 92.8 per
cent. of the outstanding Selecta shares.
Consequently, condition (a) (Compass Group holding or having received valid
acceptances in respect of more than 67 per cent. of the total number of
outstanding Selecta shares)(as set out in section A.6. of the Offer
prospectus) to which the Offer is subject is fulfilled.
Compass Group will declare following Selecta's general shareholders' meeting
of 30 April 2001 whether conditions (b) (amendment of Selecta's articles of
incorporation to permit Compass Group to be entered into the share register of
Selecta as a shareholder with voting rights in respect of the total number of
shares it owns in Selecta) and (c) (renewal of the board of directors of
Selecta) (both as set out in section A.6 of the Offer prospectus) to which the
Offer is subject have been fulfilled.
If conditions (b) and (c) are both fulfilled, the only outstanding condition
remaining for the Offer to be declared wholly unconditional will be clearance
by the European competition authority.
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:
Andrew Lynch, Group Finance Director, Compass Group
Ron Morley, Company Secretary, Compass Group
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 extended 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 extended 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.
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