Offer unconditional as to Acceptances
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
29 July 2011
RECOMMENDED CASH OFFER
By
GREENCORE FOODS LIMITED
a wholly owned subsidiary of
GREENCORE GROUP PLC
for
UNIQ PLC
Offer unconditional as to acceptances
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.
Greencore is pleased to announce that the Offer has now become unconditional as to acceptances. The Offer, which remains subject to various other conditions set out in Appendix 1 of the Offer Document, will remain open for acceptances until 1.00 p.m. (London time) on 16 August 2011.
Subject to the satisfaction of the other conditions, it is expected that completion of the Acquisition will occur at or around the end of September 2011.
Level of acceptances
As at 1.00 p.m. (London time) today, Greencore has received valid acceptances of the Offer in respect of a total of 105,705,361 Uniq Shares, representing approximately 90.2 per cent. of Uniq's existing issued share capital.
Prior to making the Offer, Greencore received irrevocable undertakings to accept the Offer in respect of, in aggregate, 105,742,456 Uniq Shares, representing approximately 90.2 per cent. of the existing issued share capital of Uniq. As at 1.00 p.m. (London time) today, valid acceptances had been received in respect of 105,704,563 Uniq Shares subject to such undertakings, representing approximately 90.2 per cent. of the existing issued share capital of Uniq.
Diane Walker (who, by being a director of Greencore, is deemed to be acting in concert with Greencore for purposes of the Offer) beneficially owns 60 Uniq Shares, representing approximately 0.0001 per cent. of the existing issued share capital of Uniq, and intends to accept the Offer by the first closing date of the Offer.
Compulsory acquisition and cancellation of trading of Uniq Shares
Upon the Offer becoming 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.
As stated in the Offer Document, Greencore also intends to procure that Uniq applies to AIM for the cancellation of trading in Uniq Shares on AIM on 20 Business Days' notice. 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).
Terms defined in the Offer Document have the same meaning as when used in this announcement.
ENQUIRIES
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Greencore |
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Eoin Tonge |
+353 (1) 605 1017 |
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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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Geoff Eaton |
+44 (0) 1753 276011 |
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Martin Beer |
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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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Spayne Lindsay (financial adviser to Angel Street) |
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Tom Lindsay |
+44 (0) 20 7808 3240 |
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Paul Satchell |
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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.
Spayne Lindsay is acting exclusively for Angel Street in connection with the Offer and will not be responsible to any person other than Angel Street for providing the protections afforded to clients of Spayne Lindsay or for providing advice in relation to the Offer or any other matter referred to in this document.
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.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
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 1 August 2011.
This information is provided by RNS
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