Greencore offer declared wholly unconditional
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
23 September 2011
RECOMMENDED CASH OFFER
By
GREENCORE FOODS LIMITED
a wholly owned subsidiary of
GREENCORE GROUP PLC
for
UNIQ PLC
Offer declared unconditional in all respects
Introduction
On 12 July 2011, Greencore announced that it had reached agreement with the Uniq Board on the terms of a recommended cash offer by Greencore Foods to acquire the entire issued and to be issued share capital of Uniq. The Offer Document containing the full terms and conditions of the Offer was posted to Uniq Shareholders on 26 July 2011.
The Offer was declared unconditional as to acceptances on 29 July 2011. On 8 August, the proposed Acquisition and Rights Issue were approved by Greencore Shareholders and on 24 August 2011, the proposed Acquisition received clearance from the Irish Competition Authority.
Offer declared unconditional in all respects
The UK Office of Fair Trading has today indicated that it does not intend to refer the Acquisition to the Competition Commission.
Accordingly, Greencore is pleased to announce that each of the conditions to the Offer, as set out in the Offer Document, has been satisfied or waived and the Offer is now declared unconditional in all respects.
Level of acceptances
Greencore announces that as at 1.00 p.m. (London time) on 23 September 2011, valid acceptances of the Offer have been received in respect of 115,466,074 Uniq Shares, representing approximately 98.53 per cent. of Uniq's issued share capital.
Of this figure of 115,466,074 Uniq Shares, 105,742,456 were subject to irrevocable undertakings procured by Greencore or its associates, representing approximately 90.2 per cent. of Uniq's issued share capital. Neither Greencore nor its associates have any other outstanding irrevocable commitments or letters of intent to accept the Offer.
The total acceptances include valid acceptances received from Diane Walker (who, being a director of Greencore, is deemed to be acting in concert with Greencore for purposes of the Offer) in respect of 60 Uniq Shares she beneficially owns, representing approximately 0.0001 per cent. of the existing issued share capital of Uniq.
The Offer will remain open for acceptances until further notice and at least 14 days' notice will be given to Uniq Shareholders who have not accepted the Offer before the Offer is closed.
Cash consideration will be paid within 14 days of the date of this announcement to those accepting Uniq Shareholders whose valid acceptances have already been received. Payment of cash consideration in respect of valid acceptances received after the date of this announcement will be made within 14 days after receipt of such valid acceptance.
Compulsory acquisition and cancellation of trading of Uniq Shares
As Greencore owns or is in receipt of valid acceptances in respect of more than 90 per cent. of Uniq's issued share capital and the Offer has been declared unconditional in all respects, Greencore intends to exercise its rights pursuant to the provisions of sections 979 to 991 (inclusive) of the Companies Act to acquire compulsorily the remaining Uniq Shares to which the Offer relates in respect of which the Offer has not been accepted on the same terms as the Offer.
Greencore has requested that Uniq applies to the London Stock Exchange for the cancellation of the admission to trading of Uniq's shares on AIM on 20 Business Days' notice. It is anticipated that such notice will be given on 23 September and that cancellation of admission to trading on AIM will take effect on or around 24 October 2011.
Following such cancellation, Greencore intends to procure that Uniq re-registers from a public limited company to a private limited company. Such cancellation and re-registration will significantly reduce the liquidity and marketability of any Uniq Shares not assented to the Offer.
Acceptance of the Offer
Uniq Shareholders who have not yet accepted the Offer are urged to do so without delay. Acceptances of the Offer should be received in accordance with the instructions contained in the Offer Document and (in the case of shares held in certificated form) the Form of Acceptance.
Further copies of the Offer Document and the Form of Acceptance can be obtained from Computershare at Corporate Actions 1, Bristol, BS99 6AF, United Kingdom or by telephoning the Helpline on 0870 707 4086 (if calling from inside the United Kingdom) or +44 870 707 4086 (if calling from elsewhere).
Integration update
Greencore will be releasing its preliminary results for the financial year ended 30 September 2011 on 6 December 2011 and will provide an update in relation to the integration of Uniq at that time.
Terms defined in the Offer Document have the same meaning when used in this announcement.
ENQUIRIES
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Greencore |
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Eoin Tonge |
+353 (0) 1 605 1017 |
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Conor O'Leary |
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Barclays Capital (financial adviser, sole sponsor and joint broker to Greencore) |
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Mark Todd |
+44 (0) 20 7623 2323 |
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Jon Bathard-Smith (Corporate Broking) |
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Uniq |
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Andy McDonald |
+44 (0) 1753 276011 |
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Investec (financial adviser, NOMAD and broker to Uniq) |
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Clifford Halvorsen |
+44 (0) 20 7597 4000 |
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David Anderson |
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Apart from the responsibilities, if any, which may be imposed on Barclays Capital by the Financial Services and Markets Act 2000, the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) or the regulatory regimes established thereunder or the UK Code, Barclays Capital does not accept any responsibility whatsoever for the contents of this announcement or for any statements made or purported to be made by them or on its behalf in connection with the Offer, Acquisition and/or Rights Issue. Barclays Capital accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.
Barclays Capital, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Greencore and no-one else in connection with the Offer, Acquisition and Rights Issue and will not be responsible to any person other than Greencore for providing the protections afforded to customers of Barclays Capital or for providing advice in relation to the Offer, Acquisition and/or Rights Issue or any other matter referred to in this announcement.
Investec is acting exclusively for Uniq in connection with the Offer and will not be responsible to any person other than Uniq for providing the protections afforded to clients of Investec or for providing advice in relation to the Offer or any other matter referred to in this announcement.
OVERSEAS SHAREHOLDERS
The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Further details in relation to overseas shareholders are contained in the Offer Document.
The Offer referred to in this announcement will not be made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. This announcement does not constitute an offer in the United States, Canada, Australia or Japan or any such other jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within the United States, Canada, Australia or Japan or any such other jurisdiction. Accordingly this announcement is not being, and should not be, mailed, transmitted or otherwise distributed, in whole or in part, in or into or from the United States, Canada, Australia or Japan or any such other jurisdiction.
Uniq Shareholders (including, without limitation, nominees, trustees or custodians) must not forward this announcement to the United States, Canada, Australia, Japan or any other such jurisdiction.
Publication on website
A copy of this announcement will be available free of charge on Greencore's website at www.greencore.com and on Uniq's website at www.uniq.com by no later than 12.00 p.m. (London time) on 26 September 2011.
This information is provided by RNS
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