Directors' Irrevocable Undert
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THE NEW GREENCORE SHARES TO BE ISSUED PURSUANT TO THE MERGER HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY OF THE RELEVANT SECURITIES LAWS OF CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA. ACCORDINGLY, THE NEW GREENCORE SHARES MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA, EXCEPT PURSUANT TO EXEMPTIONS FROM APPLICABLE REQUIREMENTS OF ANY SUCH JURISDICTION.
13 December 2010
For immediate release
PROPOSED MERGER BETWEEN GREENCORE GROUP PLC
AND NORTHERN FOODS PLC
Directors' irrevocable undertakings
On 17 November 2010, the boards of Greencore Group plc ("Greencore") and Northern Foods plc ("Northern Foods") announced that they had reached agreement on the terms of a recommended merger between Greencore and Northern Foods (the "Merger").
As part of that announcement, it was announced that Greencore and Northern Foods had received irrevocable undertakings to vote in favour of the Merger from (among others) all of the directors of Greencore in respect of 708,276 Greencore shares in aggregate, representing approximately 0.34% of Greencore's issued ordinary share capital. This included (i) an irrevocable undertaking from Patrick Coveney, chief executive officer of Greencore, in respect of his shareholding of 404,500 shares in Greencore, (ii) an irrevocable undertaking from Geoff Doherty, chief financial officer of Greencore, in respect of his shareholding of 37,000 shares in Greencore, and (iii) an irrevocable undertaking from Anthony Hynes, at that time the chief operating officer of Greencore, in respect of his shareholding of 59,528 shares in Greencore.
Mr Coveney's irrevocable undertaking
As announced on 8 December 2010, a conditional award of 109,342 Greencore shares under the Greencore Group plc Deferred Bonus Plan (the "Deferred Bonus Plan") vested in Mr Coveney on 4 December 2010, taking his total holding of Greencore shares to 513,842. These shares are also covered by Mr Coveney's irrevocable undertaking to vote in favour of the Merger, taking the total number of Greencore shares covered by Mr Coveney's irrevocable undertaking to 513,842 Greencore shares (representing approximately 0.247% of the existing issued ordinary share capital of Greencore).
Mr Doherty's irrevocable undertaking
As announced on 8 December 2010, a conditional award of 85,910 Greencore shares under the Deferred Bonus Plan vested in Mr Doherty on 4 December 2010, which took his total holding of Greencore shares to 122,910. As announced on 10 December 2010, a conditional award of 260,062 Greencore shares under the Deferred Bonus Plan vested in Mr Doherty on 10 December 2010, taking his total holding of Greencore shares to 382,972 (representing approximately 0.184% of the existing issued ordinary share capital of Greencore). All of these additional shares were also covered by Mr Doherty's irrevocable undertaking to vote in favour of the Merger.
As announced on 29 July 2010, Mr Doherty will be resigning from his position at Greencore with effect from 31 December 2010. In light of Mr Doherty's pending resignation, Greencore and Northern Foods have (upon request from Mr Doherty) agreed to release Mr Doherty from his irrevocable undertaking to vote in favour of the Merger to the extent necessary to enable him to sell the 345,972 Greencore shares that recently vested in him under the Deferred Bonus Plan. Mr Doherty has informed Greencore that he intends to sell all of these 345,972 shares in Greencore, however Mr Doherty has confirmed to Greencore that no such sale shall be made within the next 24 hours. The 37,000 Greencore shares previously held by Mr Doherty will continue to be subject to the irrevocable undertaking to vote in favour of the Merger.
Mr Hynes' irrevocable undertaking
A conditional award of 113,847 Greencore shares under the Deferred Bonus Plan vested in Mr Hynes on 4 December 2010, taking his total holding of Greencore shares to 173,375. These shares are also covered by Mr Hynes' irrevocable undertaking to vote in favour of the Merger, taking the total number of Greencore shares covered by Mr Hynes' irrevocable undertaking to 173,375 Greencore shares (representing approximately 0.083% of the existing issued ordinary share capital of Greencore).
Aggregate number of Greencore shares covered by irrevocable undertakings
The irrevocable undertakings to vote in favour of the Merger received from Greencore directors (excluding the 345,972 Greencore shares that recently vested in Mr Doherty under the Deferred Bonus Plan) and Mr Hynes now cover 931,465 Greencore shares in aggregate, representing approximately 0.448% of Greencore's existing issued ordinary share capital.
The disclosures in this announcement are being made jointly by Mr Coveney, Mr Doherty, Mr Hynes and Greencore in accordance with Rule 2.11(d) of The Takeover Code.
Notice to U.S. Investors
The information contained herein does not constitute an offer of securities for sale in the United States or offer to acquire securities in the United States.
The Greencore ordinary shares have not been, and are not intended to be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold, directly or indirectly, into the United States except pursuant to an applicable exemption. The Greencore ordinary shares are intended to be made available within the United States in connection with the Merger pursuant to an exemption from the registration requirements of the Securities Act.
The Merger relates to the securities of a non-U.S. company. The Merger is subject to disclosure and procedural requirements of Ireland and the United Kingdom, which are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, which may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws, since Greencore and Northern Foods are located in Ireland and the United Kingdom, respectively, and some or all of their officers and directors may be residents of Ireland, the United Kingdom or other non-U.S. countries. You may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
This information is provided by RNS
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